Agreement on the Terms and Conditions for the Provision of Software
(Public offer for individuals, legal entities and individual entrepreneurs)
Revised March 1, 2021
1. General Provisions
1.1 This Invoice Agreement is an official offer (public offer) of Message.Help, hereinafter referred to as the "Contractor".
The terms of this offer may be accepted by a person, hereinafter referred to as the "Customer", who intends to receive the services of provision of the software Message.help and other related services
1.2. If the terms set out below are accepted and the services are paid for, the legal entity or individual accepting this Offer becomes the Customer (acceptance of the Offer shall be deemed the conclusion of the Agreement on the terms set out herein).
1.3. The moment of full and unconditional acceptance by the Customer of the Contractor's offer to conclude the Offer Agreement (acceptance of the offer) shall be the moment of payment for the Contractor's services against the relevant issued invoice or by payment through the appropriate forms on the website https://message.help
The text of this Offer Agreement (hereinafter, the "Agreement") is located at: https://message.help/oferta/
1.4. By accepting the Agreement in the manner provided for in clause 1.3 of the Agreement, the Customer confirms that he/she has read, agrees to, fully and unconditionally accepts all terms and conditions of the Agreement as set out in the text of the Agreement, including the Appendices to the Agreement (if necessary, which form an integral part thereof).
1.5. By accepting this offer, the Customer acknowledges and agrees that the software Message.help is provided "as is" and "as available", without any additional warranties.
Before accepting this Offer, the Customer has been informed and agrees that the Contractor does not guarantee or make any representations regarding the following:
- that the software Message.help will fully meet the Customer's needs (requirements);
- that the software Message.help will operate continuously and be completely error-free;
- that the result of using the software Message.help will fully meet the Customer's expectations.
1.6. The Customer agrees that acceptance of the Agreement in the manner established in clause 1.2 of the Agreement shall constitute the conclusion of the Agreement on the terms and conditions set out therein.
1.7. The Agreement shall not require any seals and/or signatures of the Customer and the Contractor (hereinafter referred to as the "Parties") and shall remain legally binding.
2. Terms and Definitions
The terms and definitions used in these Terms and Conditions shall have the following meaning:
2.1. Offer shall mean this document, published on the website https://message.help/oferta/
2.2. Software provision service (Software as a Service)
shall mean a service consisting of allowing the user to use the Customer's software by providing access to the software via the Internet; in this form of software distribution, the user pays a fee for the service provided, and not for the acquisition of a non-exclusive license.
2.3. Message.help shall mean software for communicating with Customers via messengers, distributed via the Internet.
2.4. Customer shall mean an individual, a legal entity or an individual entrepreneur,
who has accepted this Offer in accordance with Art. 1 of these Terms and Conditions.
2.5. Tariffs shall mean the current systematized list of the Contractor's services with defined tariff plans and their prices, published on the website at:
https://message.help/tarifs/, as Appendix 1 to the Agreement.
2.6. Content shall mean any informational content on the website in various forms: text, graphic works, including photographic images, audiovisual works, etc.
2.7. Customer shall mean a person who accepts the offer and is a consumer of services under the concluded contract.
2.8. Agreement shall mean an agreement between the Customer and the Contractor for the provision of services, concluded by accepting the offer.
2.9. Parties shall mean the Customer and the Contractor under this offer.
2.10. Provider shall mean the company that hosts the Customer's software.
2.11. Customer Representative (Customer Contact Person) shall mean the person authorized by the Customer to represent the Customer in all technical and organizational matters related to the performance of this Agreement.
2.12. Other terms and definitions not expressly defined in these Terms and Conditions shall be interpreted in accordance with the laws of the Republic of Estonia and customary business practices.
3. Subject Matter of the Agreement
3.1. The Contractor shall offer the Services for the provision of the software Message.help and other related services, and the Customer shall pay for such Services in accordance with the selected tariff plan.
Related services shall be paid for on the basis of a preliminary estimate according to the standard hourly rate specified on the website at the following address: https://message.help/tarifs/ and in Appendix 1 to the Agreement.
3.2. The Services shall be provided by the Contractor providing server resources to the Customer and providing the Customer with access to such resources, necessary to use the software in accordance with the selected tariff plan,
via the Internet.
3.3. The Contractor's obligations shall be limited to the terms and conditions of the Agreement. In particular, the Contractor shall not be obliged to provide the Customer with Internet access, configure and/or diagnose computer equipment
and software, or train the Customer and/or the Customer's employees in the operation of software and hardware.
3.4. All questions relating to the provision of the Services shall be sent to the Contractor at the contact details specified in the Contractor's Details section of this Agreement.
4. Rights and Obligations of the Contractor
4.1. The Contractor shall:
4.1.1. Provide the Customer, after payment for the Services, with the information necessary to access the software Message.help via the Internet (server address, account name, password).
4.1.2. Publish all amendments and additions to this Agreement on its website https://message.help, including tariff changes, at least ten (10) days before the date on which such changes come into force. Timely notify the Customer by e-mail of all situations requiring additional negotiation.
4.1.3. In the event of changes to details, including bank details, promptly notify the Customer by e-mail.
4.1.4. Provide the Services to the Customer in accordance with the terms of this Agreement and under the selected tariff, provided that the Customer has paid for the period of the Services.
4.1.5. Maintain the confidentiality of information received from the Customer for the provision of the Services.
4.1.6. Send reporting documents to corporate Customers in the form of color scanned copies of signed documents to the e-mail address used for correspondence (information exchange) or to another address directly specified by the Customer.
At the Customer's request, the originals of documents related to the copies sent by e-mail may be sent in paper form by post of the Republic of Estonia.
4.2. The Contractor shall have the right to:
4.2.1. Suspend the provision of the Services under this Agreement after the paid period ends. In the event of suspension of the Services due to late payment, the Contractor shall retain the Customer's content for a period of thirty (30) calendar days. Provision of the Services may be resumed after receipt of payment for the entire suspension period and advance payment for the next period of provision of the Services according to the tariff selected by the Customer. After the expiration of this period, the Contractor shall have the right to delete the Customer's content in full.
4.2.2. Change the tariffs, terms and conditions of this Agreement and its appendices without prior agreement with the Customer, ensuring that the amended terms and conditions are published on its website at https://message.help/oferta/ at least ten (10) days before their effective date.
4.2.3. Refuse to provide Services to the Customer in the following cases:
● The Customer poses a threat to the security and defense capability of the Republic of Estonia and to the health and safety of people in the territory of the Republic of Estonia
● The Customer refuses to pay for the Services provided or refuses to comply with the terms of the Services;
● The Customer or the end user of the software used by the Customer uses the Services provided unlawfully or illegally, thereby causing damage to the Contractor or third parties.
4.2.4. Engage third parties to perform the Works provided for in this Agreement without the Customer's consent. If the Contractor engages third parties to perform the Works under this Agreement, the Contractor shall be liable to the Customer for the quality, confidentiality and timeliness of the Works performed by the engaged third parties under this Agreement as for its own Works.
4.2.5. Refuse to provide Services to companies that use unsolicited mass mailings (SPAM) to advertise their goods and services.
4.2.6. Request and receive from the Customer any information necessary for the performance of its obligations under the Agreement.
5. Rights and Obligations of the Customer
5.1. The Customer shall:
5.1.1. Carefully read this Agreement and its appendices, including the tariffs, before concluding the Agreement.
5.1.2. Comply with the requirements established in this Agreement and its appendices, which constitute an integral part of this Agreement.
5.1.3. Timely pay for and accept the Contractor's services, in accordance with the terms of this Agreement, based on the applicable selected tariff.
5.1.4. Not assign its rights under this Agreement to third parties without the written consent of the Contractor.
5.1.5. Be fully responsible, at its own expense, for compliance with the license terms and user agreements of the Whatsapp messenger and the Instagram social network.
5.1.6. In the event of changes to contact details, postal address, location address, company name and company details, bank details and other relevant information, immediately notify the Contractor by any available means.
5.1.7. Appoint its representative (Customer Representative), the person who represents the Customer in all technical and organizational matters related to the provision of the Services, and provide the Contractor with the contact details of such representative. Authorize this representative to receive advice and instructions, contact the Contractor's technical support service through the communication channels provided for in this Agreement, and obtain from the Contractor access data (passwords) and authorizations in the software products and technical areas involved in the provision of the services, and transmit them to the Customer. Provide a mobile phone number for the transmission of passwords within the Services.
5.1.8. Ensure that the appointed customer representative has the competence of an advanced user of a personal computer, office software packages and the Internet; and has skills in working with archive files, formatted text, e-mail, files, folders and graphics. If the representative does not have the listed competencies, replace him/her with another who has them.
5.2. The Customer shall have the right to:
5.2.1. Refuse the Contractor's Services during the term of this Agreement, in which case the provision of the Services paid for by the Customer before the Contractor receives a written refusal of the Services shall be completed in full.
5.2.2. Use technical support services in accordance with the terms and conditions defined in this Agreement.
5.2.3. Verify the progress of the Services, without interfering with the Contractor's activities, by submitting requests for information.
6. Acceptance of the Offer. Cost and Payment Procedure
6.1. The cost of the Services under this Agreement shall be determined by the tariffs: https://message.help/tarifs/
6.2. The Services under this Agreement shall be paid by advance payment of 100% of the cost of the Services under the tariff selected by the Customer.
6.3. The moment of payment and the start of the Services shall be the receipt of money in the Contractor's current account or on the balance of the Customer's personal account at message.help.
6.4. The Customer shall pay the Contractor's invoice for the Services within five (5) business days from the date of the invoice in accordance with the selected tariff, thereby accepting the proposed Offer.
6.5. The Customer shall be solely responsible for the correctness of payments made by the Customer, including in the event of changes to the Contractor's bank details, from the moment the new details are transferred to the Customer by publication on the Contractor's website https://message.help/oferta/
6.6. The Customer shall pay for all services of telecommunications companies (or any other organization providing similar services) to establish an Internet connection with the server hosting the Contractor's software.
6.7. Payment for the Services shall be accepted from the Customer in non-cash form to the Contractor's current account or by bank card (or another electronic payment method) through the Customer's personal account on the message.help website.
6.8. The choice and use of the method/form of payment for the Services shall be at the sole discretion of the Customer and without liability on the part of the Contractor. Security, confidentiality, and other terms of use of the payment method/form chosen by the Customer are outside the scope of this Agreement and shall be governed by agreements between the Customer and the relevant companies.
6.9. Individuals who pay for the Services under this Agreement by bank card or another electronic payment method may agree to repeated payment according to message.help tariffs by checking the payment box "I agree to regular charges"
The automatic recurring payment procedure (recurring payment) shall be performed by the system depending on the availability of funds in the Customer's account linked to the Personal Account on one of the following days:
- one day before the date on which the previous payment was made,
- on the day on which the previous payment was made,
- on the day following the day on which the previous payment was made.
If funds are insufficient and/or unavailable, the Contractor shall have the right to suspend the provision of the Services.
To deactivate recurring payment, the Customer must independently cancel recurring payment through his/her Personal Account at message.help, in the "Balance" section.
6.10. The Customer shall have the right to refuse to use the recurring (periodic) payment service by cancelling it through his/her Personal Account at message.help, in the "Balance" section, no later than one day before the due date of the periodic payment.
7. Technical Support
7.1. Technical inquiries and complaints related to the provision of the Services may be submitted to the Contractor at the technical support e-mail address communicated to the Customer upon conclusion of the Agreement.
8. Miscellaneous
8.1. The tariffs shall be published on the Contractor's website https://message.help/tarifs/. Changes to the tariffs shall be published at least ten (10) days before their effective date.
8.2. For additional services not listed in the tariffs but included in the subject matter of this Agreement, and under certain conditions for the performance of this Agreement, additional agreements shall be concluded, which shall constitute an integral part of the Agreement. The terms and conditions of additional services and special conditions for the performance of this Agreement shall be set out in supplementary agreements.
8.3. If any provision of this Agreement is deemed invalid, illegal or unenforceable under the applicable laws of theRepublic of Estonia, such provision shall be deemed null and void and deleted from this Agreement and replaced by a new provision that best satisfies the original intentions contained in this Agreement, and the remaining provisions of this Agreement shall remain unchanged and in force.
8.4. Failure to exercise any right under this Agreement, power or intention provided for by this Agreement shall not constitute a waiver by the Contractor of the terms and conditions of this Agreement in the event of a subsequent breach, nor a waiver of its rights to require compliance with the terms and conditions of this Agreement at any later time.
8.5. The Contractor shall not be liable for any damage of any kind suffered by the Customer due to disclosure of the Customer's account information to third parties.
8.6. The Contractor shall send closing documents to corporate Customers only after payment against an issued invoice.
9. Liability of the Parties
9.1. The Contractor and the Customer shall be liable for non-performance or improper performance of obligations under the Agreement in accordance with the current legislation of the Republic of Estonia.
9.2. The Customer shall be solely responsible for the content of data published on the Internet by the Customer and/or by end users using the
Contractor's software: for its accuracy, absence of third-party claims and legality of its dissemination. The Contractor shall not be responsible for the content of data published by the Customer.
9.3. When using Internet services, the Customer shall be solely and fully responsible for damage caused by his/her actions (personally, by end users or by third parties through his/her network data) to persons or property of citizens, legal entities, the state or the moral principles of society.
9.4. The Contractor shall not be liable to the Customer or end users for the inability to provide the Services for any reasons beyond its control, including equipment failures, failures of service providers and contractors (lack of electricity supply), for delays and interruptions occurring directly or indirectly for a reason beyond the competence and control of the Contractor.
9.5. The Contractor shall not be responsible for the quality of telecommunications and communication lines.
9.6. The Contractor shall be liable for damage suffered by the Customer and end users as a result of using or not using the Contractor's Services only if a direct unlawful act or omission of the Contractor is proven.
9.7. The aggregate liability of the Parties for proven actual aggregate damages for one calendar year shall under no circumstances exceed an amount equivalent to the arithmetic mean of the amounts invoiced by the Contractor to the Customer during the two months preceding the month in which the Customer suffered actual damage.
9.8. Under no circumstances shall the Contractor be liable under this
Agreement for the following:
● any acts and/or omissions resulting directly or indirectly from acts/omissions of third parties;
● any consequential damages and/or lost profits of the Customer and/or third parties, regardless of whether the Contractor could or could not have foreseen the possibility of such damages;
● the use (impossibility of use) and any consequences of the use (impossibility of use) by the Customer of the form of payment for the Services under this Agreement chosen by the Customer.
9.9. The aggregate liability of the Contractor under this Agreement for any claim related to this Agreement shall be limited to the amount paid by the Customer to the Contractor during the quarter preceding the date of receipt of the relevant claim.
9.10. The Contractor shall not be liable for violation of its terms and conditions if such violation is caused by circumstances of irresistible force (force majeure).
9.11. Acceptance and/or approval by the Contractor of any content and/or any changes to content shall not, under any circumstances, constitute recognition by the Contractor of the Customer's right and/or the granting by the Contractor to the Customer of any right to use third-party exclusive rights to such content. The Customer shall be solely responsible for such use and any consequences thereof.
9.12. The Customer shall be solely responsible for the following:
● compliance with all legal requirements, including, but not limited to, laws on advertising, copyright and related rights, protection of trademarks and service marks, including full responsibility for the content and form of the content to which the Customer establishes (or may establish) a redirection hyperlink from the content, and other actions performed by the Customer as an advertiser and/or producer of advertising;
● the accuracy of information provided when applying for the Services and of payment documents when paying for the Contractor's Services.
9.13. The Customer undertakes to resolve all disputes and satisfy all claims and demands of third parties, instructions and requirements of authorized state and municipal executive bodies, received by both the Customer and the Contractor in connection with the placement and/or any other use of content under this Agreement and/or materials to which the content refers, and to reimburse all losses and expenses incurred by the Contractor in connection with such claims, at the Customer's own cost and expense.
9.14. In the event of a breach of this Agreement by the Customer, the Contractor shall have the right to suspend the Services until the Customer remedies the breach and fully reimburses (indemnifies) the Contractor for the damages caused by such breach and/or terminate this Agreement by sending the relevant notice to the Customer at the e-mail address specified by the Customer in the application for the Services. If the Contractor terminates this Agreement in accordance with this clause, the Contractor shall also have the right to recover from the Customer, by retention, a penalty equal to the difference between the amount of the advance payment made by the Customer for the provision of the Services and the value of the Services actually provided by the Contractor up to the date of termination of this Agreement.
9.15. The Customer may use the software only to the extent of the rights and in the manner provided for in this Agreement. The right to use the software not expressly specified in this Agreement shall not be considered granted to the Customer.
9.16. The Parties have agreed that, in disputed situations, the Contractor's electronic statistical data available to the Customer electronically through the web interface on the Contractor's Internet resources or transmitted to the Customer by e-mail shall constitute sufficient evidence of the quantity and cost of the Services provided under the Agreement.
9.17. This Agreement, its execution and performance shall be governed by the applicable laws of the Republic of Estonia.
10. Termination and Refund
10.1. This Agreement may be terminated by the Customer by cancelling the advance payment for the Services for the next billing period or by written notice to the Contractor. In this case, arrears in payment for the Services shall be reimbursed by the Customer in full.
10.2. This Agreement may be terminated by the Contractor in the absence of direct fault on the part of the Customer. The Contractor shall notify the Customer in writing or by e-mail at least thirty (30) business days before the actual termination of the Services. The unused balance of funds at the time of termination of this Agreement shall be refunded to the Customer within the same period.
10.3. At the Contractor's initiative, this Agreement may be terminated on the grounds of improper performance of this Agreement by the Customer. In this case, the unused balance of funds shall not be refunded to the Customer and the Customer shall reimburse the outstanding balance for the Services.
10.4. Full refunds may be made upon the Customer's written request to the e-mail: ceo@message.help only if the Customer's balance at message.help has not been debited according to the tariff.
10.5. If the Customer has paid for the Contractor's services according to the tariffs for 30 calendar days and the Customer's balance at message.help has been debited, no refund shall be made. In this case, the Customer shall have the right to refuse the Contractor's services in accordance with clause 10.1.
10.6. If the Customer has paid for the Contractor's services according to the tariffs for 90, 180 or 360 calendar days and the Customer's balance at message.help has been debited, the Customer may, on the basis of a written request by e-mail to: ceo@message.help, request a refund for the unused period. In this case, the refund for the unused period shall be made in multiples of 30 days and shall not take into account the discount received when paying for 90, 180 or 360 calendar days.
10.7. If the Agreement is terminated for reasons other than those listed above, recalculations and payments shall be resolved by agreement between the Parties or as prescribed by law. All disputes and disagreements shall be resolved through negotiations between the Parties. If disputes and disagreements cannot be resolved through negotiations, they shall be referred to the Court.
10.8. When cancelling the Services, the Customer may, at least twenty (20) calendar days before refusal, request the return of content uploaded by the Customer to the Contractor's servers while using the Services. The request shall be submitted to the e-mail address specified in the Contractor's contact details. The request shall be deemed submitted if the Contractor has responded to the Customer's e-mail address specified in the application for the Services. Content may be returned in the format of a SQL database archive and an archive of files uploaded by the Customer. Content may be returned by providing the Customer with a download link at no additional cost or, for a fee, sent on a physical medium. In the event of late submission of a request for return of content, the Contractor does not guarantee the safety of the content or the possibility of returning it to the Customer.
10.9. The Customer has been informed that under no circumstances shall funds be refunded when any of the following occurs:
- the software Message.help does not meet the Customer's subjective expectations or perceptions.
- the software Message.help is not used by the Customer in the absence of circumstances preventing its full use.
- the occurrence of other circumstances arising through the fault of the Customer, including acts committed intentionally and (or) negligently.
10.10. If the Customer's refund request is approved, the Contractor shall transfer the money within 30 calendar days.
11. Warranties
11.1. During the term of this Agreement, the Contractor shall make every effort to eliminate technical failures and errors if they occur during the Customer's use of the software. However, the Contractor does not guarantee the complete absence of technical failures or malfunctions due to faulty hardware or errors by software developers.
11.2. In the event of a technical failure or software error within the competence
of the Contractor under this Agreement that makes it completely impossible to use the software for more than 6 (six) hours from the moment of notification to the Contractor, upon the Customer's written request, the subscription fee for the use of the Services during the period of impossibility of using these Services may be refunded, but for no more than 20 calendar days. In other cases, the Contractor's response time to a technical failure or error message shall be determined by the selected tariff plan. If it is still possible to use the Services and the software error cannot be eliminated promptly, the Contractor shall inform the Customer of the planned time for eliminating the error and, at the Customer's request, recommend an alternative scenario for the Customer's tasks during the elimination period.
11.2.1. The Contractor shall not be responsible for the impossibility of using the software if it is caused by factors outside its competence as defined in this Agreement, including the quality of the communication lines of the Customer and the Customer's provider, software installed on the computer equipment of the Customer and end users, third-party software products, including those used by the Customer to prepare content, incompetent actions of the Customer and end users, etc.
11.3. Except for the warranties expressly set out in this Agreement, the Contractor makes no other warranties, express or implied, under this Agreement.
11.4. By agreeing to the terms and conditions and accepting this Offer, the Customer represents and warrants to the Contractor that:
● the Customer specified correct personal data and/or legal entity details of the Customer when submitting the Application for the Services and payment documents when paying for the Contractor's Services.
● the Customer enters into this Agreement voluntarily, and the Customer:
● has fully familiarized himself/herself with the terms and conditions of the Offer,
● fully understands the subject matter of the Offer and this Agreement,
● fully understands the meaning and consequences of his/her actions in relation to
the conclusion and performance of this Agreement.
● the Contractor has all rights and powers necessary for the conclusion and performance of this Agreement.
● the use (publication) of content; any information contained in the content;
as well as goods and/or services to which the Customer's content refers, do not violate or result in violation of the applicable laws of the Republic of Estonia and/or the rights of third parties.
● No information or advice provided by the Contractor (responsible officer of the Contractor) may be considered a warranty, since it constitutes advice and not a technical means of ensuring the provision of the Services.
12. Confidentiality
12.1. The Parties have agreed to maintain the confidentiality of any information received by one Party regarding the other in the course of performing obligations under the Agreement.
12.2. Information recognized as confidential under this Agreement shall not include information that is publicly available under the law of the Republic of Estonia, including licenses.
12.3. In the event of a breach of confidentiality under this Agreement, the Party committing such breach shall reimburse the other Party
for any direct damages suffered by it as a result of the breach.
12.4. The provisions of this article shall not apply to cases where either Party to the Agreement is obliged to disclose confidential information to competent authorities in accordance with the requirements of the legislation of the Republic of Estonia.
12.4. In order to comply with the established confidentiality restrictions, the Parties have agreed that, in the event of a change of the Customer's representative or the need to terminate the powers of the Customer's representative, the Customer shall immediately notify the Contractor by telephone and then send written notice, specifying the contact details of the new representative authorized to be the contact person under this Agreement. The date of termination of the powers of the previous representative and the start of the new one shall be the date of receipt of the written notice
13. Circumstances of Irresistible Force (Force Majeure)
13.1. Each Party shall be released from liability for partial or complete non-performance under this Agreement if it proves that the non-performance was caused by force majeure arising after the conclusion of this Agreement as a result of extraordinary events such as: fire, explosion, flood, earthquake, strike, military actions and other force majeure circumstances that the Party could neither foresee nor prevent, or take into account when concluding this Agreement.
13.2. Release from liability shall apply only while such force majeure circumstances and their consequences exist.
13.3. If force majeure occurs or ceases, the Party must notify the other Party in writing without delay.
13.4. The notice shall contain information on the nature of such circumstances, as well as official documents proving the existence of such circumstances and, if possible, providing an assessment of their effect on the Party's ability to perform its obligations under this Agreement.
13.5. The existence, impact and duration of force majeure shall be documented by an official of the competent authority or by the representative of the Party.
13.6. In the above cases, the term for performance of obligations under the Agreement shall be extended proportionally to the period of duration of such circumstances and their consequences.
13.7. If force majeure and its consequences persist for more than two months, the Parties shall enter into further negotiations in order to identify acceptable alternative means of performing this Agreement.
13.8. If force majeure circumstances persist for six months or more, either Party shall have the right to refuse to perform its obligations under this Agreement.
14. Term of the Agreement
14.1. This Agreement is concluded for a period of one year. The Agreement shall be automatically extended for the following year if neither Party refuses to extend the Agreement.
15. Contractor Details
Message.Help
BIC
TRWIBEB1XXX
IBAN
BE40 9672 7639 1863
Wise address
Avenue Louise 54, Room S52
Brussels
1050
Belgium
Registration number:16462793
Tel.: +3728807759
Email: support@message.help
WhatsApp: 38268302649