THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (HEREINAFTER “YOU” or “YOUR”) AND THE APPLICABLE FAKTUREA CONTRACTING ENTITY LISTED HERE (HEREINAFTER “FAKTUREA“) GOVERNING YOUR USE OF FAKTUREA SUITE OF ONLINE SOFTWARE AND SERVICES.

Acceptance of the Agreement

You must be of legal age to enter into a binding agreement in order to accept the Agreement. If you do not agree to the terms and conditions, do not use any of our Services. You can accept the Agreement by checking a checkbox or clicking on a button indicating your acceptance of the Agreement or by actually using the Services.

Description of Service

We provide a cloud invoicing software ("Service" or "Services"). You may use the Services for your personal and business use or for internal business purpose in the organization that you represent. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You can create and edit content with your user account and if you choose to do so, you can publish and share such content.

Your Relationship with Fakturea

You understand that, (i) Fakturea does not engage in the practice of offering legal, financial, accounting or any other professional advice; (ii) services offered through Fakturea can neither constitute nor be treated as a substitute for any professional advice; and (iii) your use of Fakturea Services does not exempt you from your independent obligation to comply with applicable laws and regulations. By offering Fakturea Services, (i) no professional relationship is created with Fakturea; (ii) no representations or warranties, express or implied, are given regarding the legal or other consequences resulting from your use of Fakturea Services; and (iii) Fakturea does not provide any legal advice, explanation, opinion or recommendation about your possible legal rights, remedies, defenses, options, selection of forms or strategies; and (iv) although a wide range of customization is provided by Fakturea, the Service does not follow any specific tax law guidelines, so it's User's responsibility to always verify any input and output data generated by the Service before submitting it to a Tax Authority.

Beta Service

We may offer certain Services as closed or open beta services ("Beta Service" or “Beta Services”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that Fakturea will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

Free Trial

If you register for a free trial of one or more Services, Fakturea will make the applicable Services available to you on a trial basis free of charge until the earlier of (i) the end of the free trial period of the applicable Services (unless terminated earlier by you), (ii) the start date of the paid subscription period for the applicable Services, or (iii) termination by Fakturea in its sole discretion. Any data that you enter into the Services, and any customizations made to the Services during the free trial will be permanently lost unless you (i) purchase the corresponding paid subscription plan for the account, (ii) purchase applicable Service upgrades, or (iii) export such data before the end of the trial period. Notwithstanding anything contained in this Section, Services are offered as-is during the free trial, without any warranty, covenant, support or liability whatsoever, to the extent permitted by law.

User Sign up Obligations

You need to sign up for a user account by providing all required information in order to access or use the Services except for specific free services publically available on the Fakturea website. You agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the sign up process; and (ii) maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, outdated, or incomplete, or if Fakturea has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, Fakturea may terminate your user account and refuse current or future use of any or all of the Services.

Restrictions on Use

In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer the Services or otherwise make it available to any third party; (ii) provide any service based on the Services without prior written permission; (iii) allow user licenses to be shared or used by more than one individual other than by way of reassigning the user license to a new user; (iv) except as permitted under applicable law, attempt to disassemble, reverse engineer or decompile the Services; (v) use third party links to sites without agreeing to their website terms & conditions; (vi) post links to third party sites or use their logo, company name, etc. without their prior written permission; (vii) attempt to gain unauthorized access to the Services or its related systems or network; (viii) use the Services in any manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of Fakturea; (ix) use the Services to send or store material containing software viruses, worms or other harmful computer codes, files, scripts or programs; (x) use the Services in any manner that interferes with or disrupts the integrity, security or performance of the Services, its components and the data contained therein; (xi) create a false identity to mislead any person as to the identity or origin of any communication; (xii) host, display, upload, modify, publish, transmit, store, update or share any information that belongs to another person or entity and to which you do not have any right, including personal or confidential information of any person or entity with respect to which you do not have consent or permission from such person or entity; (xiii) use the Services for transmitting information that is false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person; (xiv) violate any applicable local, state, national or international law; (xv) use the Services for any form of competitive or benchmarking purposes; and (xvi) remove or obscure any proprietary or other notices contained in the Services.

Spamming and Illegal Activities

You agree to be solely responsible for the contents of your transmissions through the Services. You agree not to use the Services for illegal purposes or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the Services for the transmission of "junk mail", "spam", "chain letters", “phishing” or unsolicited mass distribution of email. We reserve the right to terminate your access to the Services if there are reasonable grounds to believe that you have used the Services for any illegal or unauthorized activity.

Third Party Applications

Fakturea Services integrate with some third party applications (hereinafter "Third Party Application(s)"). Access and use of the Third Party Applications may require acceptance of terms of service and privacy policies applicable to such Third Party Applications (hereinafter "Third Party Terms"). You are responsible for reading and understanding the Third Party Terms before accessing or using any Third Party Application. You acknowledge and agree that Fakturea is not liable for any Third Party Applications. While we will try to provide you with advance notice, whenever reasonably possible, you acknowledge and agree that Fakturea may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove from Fakturea Services, any Third Party Application, without any liability to you, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses.

Fees and Payments

The Services are available under subscription plans of various durations. Payments for subscription plans can be made by Transfer or by Credit or Debit Card. Your subscription will not be automatically renewed at the end of each subscription period. If subscription is not renewed and nor applicable subscription fees paid, your paid subscription will be automatically downgraded to a free plan. You may also choose to downgrade personally your paid subscription plan to a free plan, which will take effect after the currently active paid plan expires.

From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle. You will not be charged for using any Service unless you have opted for a paid subscription plan.

Fakturea will provide you with an invoice including local taxes for each paid subscription period.

Teams and Administrators

Having a user account, you may create a Team of members with specific access rights, including administative rights, to your organization. The administrators will have the right to configure the Services based on your requirements and manage other Team members in your organization. If your organization is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization.

You are responsible for (i) appointing competent individuals as administrators for managing your organization account, and (ii) ensuring that all activities that occur in connection with your organization account comply with this Agreement. You understand that Fakturea is not responsible for account administration and internal management of the Services for you.

You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to info@fakturea.com, provided that the process is acceptable to Fakturea. In the absence of any specified administrator account recovery process, Fakturea may provide control of an administrator account to an individual providing proof satisfactory to Fakturea demonstrating authorization to act on behalf of the organization. You agree not to hold Fakturea liable for the consequences of any action taken by Fakturea in good faith in this regard.

Hosting Location and Delay in the Service

The Fakturea software is hosted on a server within a European Union area. Although Fakturea takes measures in using the most realiable hosting providers for the Services, some delays, independent of Fakturea, may occur due to hosting provider malfunction. You understand and agree that Fakturea Services may be subject to such delays and other limitations associated and Fakturea will not be liable for such delays and limitations. We may change the hosting provider and therefore migrate your account to a different hosting facility.

There also may occur a delay in the Service during a maintenance period, which will be publically announced to users with at least 24h advance, while trying to minimise the maintenance period and service disruption time.

Personal Information and Privacy

Personal information you provide to Fakturea through the Service is governed by Fakturea Privacy Policy. Your election to use the Service indicates your acceptance of the terms of the Fakturea Privacy Policy. You are responsible for maintaining confidentiality of your username, password and other sensitive information. You are responsible for all activities that occur in your user account and you agree to inform us immediately of any unauthorized use of your user account by email to info@fakturea.com or by contacting us through the contact form. We are not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access and/or use of your user account, or otherwise.

Communications from Fakturea

The Service may include certain communications from Fakturea, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.

Complaints

If we receive a complaint from any person with respect to your activities as part of use of the Services, we will forward the complaint to the primary email address of your user account. You must respond to the complainant directly within 10 days of receiving the complaint forwarded by us and copy Fakturea in the communication. If you do not respond to the complainant within 10 days from the date of our email to you, we may disclose your name and contact information to the complainant for enabling the complainant to take legal action against you. You understand that your failure to respond to the forwarded complaint within the 10 days’ time limit will be construed as your consent to disclosure of your name and contact information by Fakturea to the complainant.

Refund for Cancellation

In the event you choose to cancel your paid subscription Service with option of inmediate effect, you understand and agree that Invoice will refund only that part of the fee for the unused period in which the service was to be provided and was not used.

Inactive User Accounts Policy

We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. We will provide you prior notice of such termination and option to back-up your data. In case of organizations with more than one member, if a single member user is considered inactive and other member users are active, only the inactive user personal account is deleted and organization data is left available to other member users.

Data Ownership

We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant Fakturea the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for Fakturea’s commercial, marketing or any similar purpose. But you grant Fakturea permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Services to you.

User Generated Content

You may transmit or publish content created by you using any of the Services or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Services, is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of the Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that Fakturea will have the right to block access to or remove such content made available by you if Fakturea receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the Services and transmitting or publishing any content using such Service, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by Fakturea for this purpose.

Sample files and Applications

Fakturea may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. Fakturea makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.

Fakturea mark

You agree not to display or use, in any manner, the Fakturea's name or logo without Fakturea’s prior permission.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. FAKTUREA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FAKTUREA MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM FAKTUREA, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

Limitation of Liability

YOU AGREE THAT FAKTUREA SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF FAKTUREA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Force Majeure

Fakturea will not be liable to you or any third party for any delay or failure to perform any obligations under this Agreement, when and to the extent such delay or failure is caused by or results from acts beyond Fakturea's reasonable control, including but not limited to acts of God; acts of war, hostility or sabotage; pandemic; strikes, lock-outs or other industrial disputes; acts of government; electrical, internet, or telecommunication outage that is not caused by Fakturea; and natural disasters or extreme weather conditions (each a "Force Majeure Event"). Fakturea shall use reasonable efforts to mitigate against the effects of such Force Majeure Event. Fakturea shall notify you as soon as reasonably practicable about the Force Majeure Event and shall provide you with a good faith estimate of time to restore Fakturea Services. If the effects of the Force Majeure Event continue for more than 30 days, you may terminate this Agreement upon prior written notice to Fakturea.

Indemnification

You agree to indemnify and hold harmless Fakturea, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party's rights, in violation of any law, in violations of any provisions of the Agreement, or any other claim related to your use of the Services, except where such use is authorized by Fakturea.

Governing Law and Jurisdiction

The governing law and jurisdiction of the United Kingdom will apply in case of any dispute or lawsuit arising out of or in connection with this Agreement. Accordingly, each party agrees to the governing law (without regard to choice or conflicts of law rules) and to the exclusive jurisdiction of the courts mentioned herein in case of any dispute or lawsuit arising out of or in connection with this Agreement.

Suspension and Termination

We may suspend your user account or temporarily disable access to whole or part of any Service in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to info@fakturea.com within thirty days of being notified about the suspension. We may terminate a suspended or disabled user account after thirty days. We will also terminate your user account on your request.

In addition, we reserve the right to terminate your user account and deny the Services upon reasonable belief that you have violated the Agreement and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service. You have the right to terminate your user account if Fakturea breaches its obligations under this Agreement and in such event, you will be entitled to prorated refund of any prepaid fees. Termination of user account will include denial of access to all Services, deletion of information in your user account such as your email address and password and deletion of all data in your user account.

Modification of Terms of Service

We may modify this Agreement upon notice to you at any time through a service announcement or by sending email to your primary email address. If we make significant changes to the Agreement that affect your rights, you will be provided with at least 30 days advance notice of the changes by email to your primary email address. You may terminate your use of the Services by providing Fakturea notice by email within 30 days of being notified of the availability of the modified Agreement if the Agreement is modified in a manner that substantially affects your rights in connection with use of the Services. In the event of such termination, you will be entitled to prorated refund of the unused portion of any prepaid fees. Your continued use of the Service after the effective date of any change to the Agreement will be deemed to be your agreement to the modified Agreement.

Contracting Entity

Fakturea is developped and owned by the eSalsa LTD, Office 367B, 182-184 High Street North, London E6 2JA, UK.