Terms of use

1. DEFINITIONS

   1. Application - the Mailabl customer relationship and properties management application.
   2. Additional Application - Software installed on the Client’s server or User device in order to synchronize information with the Client’s other solutions and systems, which functions with the corresponding Services.
   3. Client - a person or organization that uses the Mailabl Services.
   4. Client Account - the User profile connected to the Client Account for the use of the Application, which is used to identify the User, provide personal access to the Services, and to change and save the settings.
   5. Client Data - any information known to Mailabl about the client (personal data, contact data, billing data, etc.), as well as information collected from public databases and public channels.
   6. Content - any data and information available through Mailabl Services which are added by the Users.
   7. Contract - an agreement for the use of the Application and the Services entered into between the Supplier and the Client in accordance with these Terms of Use.
   8. File - documents of any kind (images, spreadsheets, text files, etc.) that are uploaded to the Service by the Client, and are usually associated with a particular contact, estimate, property or some other entry within the Service.
   9. Help Center - additional guidelines or rules applicable to specific features, applications, products, or services which may be posted from time to time on the Application or otherwise made available on or through the Mailabl Services.
   10. Integrations - The aggregation of systems to functionally link different software applications.
   11. Module - a part of the Service, such as for example Communications, Properties, Contacts, Easements, etc.
   12. Organization - legal people (such as companies) and other entities with which that Client is making deals.
   13. Privacy Policy - policy that explains how the Supplier processes the personal data of the Clients, their representatives the Users.
   14. Service - a SaaS based CRM-service system, including all the default modules and components that are developed and delivered for the Client by the Supplier. The use of the Service is based on an order or a separate contract. Any services provided to the Client under the Contract.
   15. Service fee - the Service and user fees according to the agreement and are billed monthly, excluding the separately chargeable activities. The pricing of the Service is based on the services and activities used by the Client and the price list that is valid at the moment.
   16. Special Terms - any particulars, specifications and conditions by which the parties have agreed to deviate from these Terms.
   17. Supplier - as the context requires, Mailabl OÜ (reg. no. 16400138, address Kohevpesa, Pällu village, Mustvee parish, Jõgeva county, 49314) and “Supplier”.
   18. System - the integrated cloud computing solution for providing the Services, including applications, software, hardware, databases, interfaces, associated media, documentation, updates, new releases and other components or materials.
   19. Terms of Use - these standard terms of use of the Application and the Services.
   20. User - a natural person who uses the Application and the Services in the name of and under the authorization of the Client.
   21. User Account - the User profile connected to the Clients account for the use of the Application, which is used to identify the User, provide personal access to the Services, and to change and save the settings.
   22. Site - a collection of all domains (such as mailabl.com and other websites with the domain name “mailabl” registered under various top-level domains) and the web documents available via their subdomains (including pictures, videos, source code) that belong to the Supplier.

2. GENERAL PRINCIPLES

   1. The Clients and the Users must make sure that the Application meets their needs and the requirements arising from the laws applicable to them.
   2. In order to use the full functionality of the Application, the Client must create a Client Account and in certain cases install the Additional Application on its server and/or Users’ devices.
   3. The Application may be used only to the extent, for the purpose and for the purposes for which the functionality of the Application has been created and made available to Client and Users, or for which the same type of technological solutions normally used. Use must be in accordance with the Terms of Use, the advice and guidance available in the Application’s support environment, and good practice and legislation.
   4. You as a Client or User represent and warrant that:
      1. all registration information you submit will be true, accurate, current, and complete;
      2. you will maintain the accuracy of such information and promptly update such registration information as necessary;
      3. you have the legal capacity, and you agree to comply with these Terms of Use;
      4. you are not a minor in the jurisdiction in which you reside;
      5. you will not access the Site through automated or non-human means, whether through a bot, script or otherwise;
      6. you will not use the Site for any illegal or unauthorized purpose; and
      7. your use of the Site will not violate any applicable law or regulation.
   5. You as a Client or User may not:
      1. use the Application to commit or incite offenses;
      2. use the Application to the extent for which he/she does not agree with the established Terms of Use;
      3. send advertising letters, mass mailings and other Content to other Users through the Application that is in conflict with the requirements established in the Terms of Use;
      4. use the Application in any other illegal way;
      5. use the Services to monitor their availability or functionality or for other competitive purposes.
   6. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
   7. The Client acknowledges and agrees that the Supplier has the right to improve and enhance the technical structure, security, availability, and functionality of the Application at any time. The Supplier and the Client may agree in the Special Terms on the service level criteria concerning the reliability, availability, and security of the Application.
   8. You as a Client or User consider and agree that we may:
      1. impose restrictions on the use of certain parts or functionality of the Application (for example, the amount of data required to use the Services, the speed of uploading Content, the amount of Content stored, etc.);
      2. suspend or terminate the offer of the Application and close any part thereof. In the latter case, the Supplier shall submit to the Client an application for termination of the Contract under the conditions set out in the 9. Chapter (“Termination of Contract”) of the Terms of Use.
      3. refuse to grant access to the Application to any User.

3. CONCLUSION OF CONTRACT

   1. The contract shall be deemed to have been concluded as soon as the Client opens the confirmation link sent by the Supplier by e-mail and clicks on the “Create Account” button on the opened Site; agreeing to the Terms of Use and confirming that he/she has read the Privacy Policy.
   2. Before concluding the Contract, the Client must thoroughly read the Terms of Use and the Privacy Policy and, at the request of the Supplier, confirm that he/she has done so. The Client must ensure that its Users have also thoroughly read the Terms of Use and Privacy Policy.
   3. Upon concluding the Contract, the Client or his/her representative confirms that:
      1. all information and assurances given by him/her are accurate, correct, complete and relevant;
      2. he/she is a natural person with full legal capacity (at least 18 years old);
      3. he/she has all the rights and authorizations to conclude a Contract and use the Application and the Services on behalf of the Client.
   4. The accuracy of the above confirmations is presumed, and the Supplier is not obliged, but may check them.
   5. The Supplier has the right to refuse to conclude a Contract with any person, even if that person has agreed to the Terms of Use.
   6. The Terms of Use and the Privacy Policy remain available to the Client and Users on the Site.

4. TERMS OF THE CONTRACT

   1. The Terms of Use are an integral part of the Contract. The Supplier may establish separate additional terms for each Service (such as the Privacy Policy, price packages and user manuals), which are considered an integral part of the Terms of Use.
   2. In addition to the Terms of Use, the Client and the Supplier may also agree on Special Terms. The special conditions must be drawn up at least in a form that can be reproduced in writing and are also considered an integral part of the Contract.
   3. If the Client or the User does not agree with the Terms of Use or their amendments, he/she is not entitled to use the Application and the Services and must terminate it immediately.
   4. Supplier shall notify the Clients of the changes in the Terms of Use on the Site and by a separate notice through the Client’s contact details at least 14 days before they enter into force. If the Client does not agree with the said changes, he/she has the right to terminate the Contract within 14 days prior to the entry into force of the changes. If the Client continues to use the Application and the Services after the expiry of the specified 14-day term, it shall be deemed that he or she has agreed to the amendments to the Terms of Use.
   5. There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

5. CLIENT ACCOUNT AND USER ACCOUNT

   1. In order to use the basic functionality of the Application, it is necessary to have a Client Account and a User Account. If a natural person is related to several Clients, a separate User Account will be created for that natural person under each Client Account.
   2. User Accounts are managed by the Client, i.e. the Client has the right to create, change and deactivate User Accounts and data about the User at its own discretion. The Supplier has the right and obligation to create a new User Account only if the Client does not have access to his/her Client Account and no User is the Client’s legal representative. The legal representative of the Client is a member of the Management Board entered on the Client’s registry card.
   3. Each time you log in to the Application through your account, the User confirms that:
      1. all information and assurances given by him are accurate, correct, complete and relevant;
      2. he/she is a natural person with full legal capacity (at least 18 years old);
      3. he/she has all rights and authorizations to use the Application and the Services on behalf of the Client.
   4. The accuracy of the above confirmations is presumed, and the Supplier is not obliged, but may check them.
   5. When creating an account, the Client and the User choose their account username and password, which can be used to log in to the Application. The Client and the Users undertake to keep their username and password secret and in such a way that they do not fall into the hands of third parties.
   6. You as a Client or User must immediately notify the Supplier about:
      1. misuse of your account;
      2. loss of your password or possession of third parties;
      3. change of position or resignation or other reason why the User is no longer entitled to use the Application or the Services on behalf of the Client.
   7. In the case specified in clause 5.6 of the Terms of Use, the Supplier shall take all reasonable measures to update the password or protect the account with other means possible.
   8. The Client Account and the User Account are valid indefinitely until deleted or the Contract expires. If the Client has asked the Supplier to delete the Client Account, the Supplier shall treat it as termination of the Contract by the Client.

6. FEES AND PAYMENT

   1. The Supplier has the right to set fees for the use of the Application by publishing the corresponding price packages on the Site. In order to use the Application, the Client must choose a paid price package from among them.
   2. The Client undertakes to pay the Supplier for the use of the Application and the Services provided in accordance with the price package, the selected supplements and the number of Client Accounts and User Accounts selected by the Client.
   3. Payment on the basis of the price package is made on the principle of periodic advance payment, i.e. the Client pays in advance for the use of the Application for each subsequent period (usually a calendar month).
   4. Before the end of each payment period, an invoice or payment request is submitted to the Client. The Client must make the payment by the date indicated on the invoice or payment request.
   5. If the Client pays by credit card, the Client authorizes the Supplier to debit his or her credit card or bank account to the extent of all fees payable in each payment period. The Client also authorizes the Supplier to use a third party to process payments.
   6. If the Client pays on the basis of the invoice, the Supplier shall submit the invoice at the beginning of each payment period. All amounts shown on the invoice are due by the date indicated on the invoice. The invoice is submitted to the Client by email or by e-invoice.
   7. The Client can change his or her price package on the Application, activate add-ons and change the number of User Accounts at any time. The change in the price resulting from such changes is reflected in the Client’s prepayment for the next period. The usage possibilities arising from the higher paid price package take effect immediately after the Client confirms the change of the package. Changes to the lower fee package will take effect from the beginning of the next period.
   8. The advance paid shall not be refunded, including if:
      1. the Client has not used the Application during the prepaid period or has done so only partially;
      2. the Client changes the price package of the Application;
      3. the Client terminates the Contract unilaterally on the basis of the Terms of Use or law, without the Supplier violating the Contract;
      4. the Supplier terminates the Contract unilaterally on the basis of the Terms of Use or law.
   9. If the Client violates its payment obligation for at least 4 weeks, the Supplier has the right to restrict the Client’s access to the Application and refuse to provide the Services. At the same time, the Supplier has the right to calculate the fee for the period when it applies the aforementioned restrictions to the Client. In the event of a breach of the payment obligation, the Supplier shall notify the Client of the implementation of the proposed restrictions at the Client’s email address.
   10. If the Client violates its payment obligation for at least 6 weeks, then the Contract between the parties is automatically terminated due to the Client’s breach of contract.
   11. For violation of the obligation to pay, the Supplier has the right to charge the trader interest for late payment at the rate of 0.2% of the overdue amount per day for each day of delay.
   12. All fees are presented without taxes that the Supplier is entitled to charge, if applicable.

7. INTELLECTUAL PROPERTY

   1. Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, Site designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and international copyright laws, and international conventions.
   2. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
   3. Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content, and the Marks.

8. MAINTENANCE AND DEVELOPMENT SERVICES

   1. The Supplier constantly updates the mechanisms underlying the operation of the Application in order to provide quality Services to Clients and Users. To this end, the Supplier may from time to time modify the Application and its components, as well as change the requirements for the hardware and software required to use the Application and the Services provided through it.
   2. The Supplier provides various support materials for using the Application, which are available on the Site. In case of problems, questions and suggestions, the Client and Users can contact the Supplier through the contacts provided on the Site or through Help Center.
   3. If the Client uses the Application on the basis of a paid price package, the Supplier shall also provide the Client with relevant version upgrades and updates in the technical solution of the Application.
   4. The Supplier may temporarily suspend access to the Application if necessary for the purpose of modifying, maintaining, or renewing the Application, due to replacement, modification, or maintenance of third parties or in other cases arising from legislation or decisions of the competent authorities. The Supplier notifies the Clients and Users of regular maintenance work at least 2 working days in advance via the Application or e-mail. In order to minimize disruption to the use of the Application, the Supplier shall perform regular maintenance and/or development work on weekdays between 18.00-07.00 (CET) or on weekends.
   5. If there are errors in the Application or any other malfunctions that result in the use of the Application being prevented, the Supplier shall make all reasonable efforts to eliminate these malfunctions as soon as possible, but not later than within 48 hours of receiving the error message. If the malfunctions are minor, the Supplier may rectify them later than 48 hours after receiving the error message. In such a case, the Supplier shall notify the Client thereof.

9. TERMINATION OF THE CONTRACT

   1. The Client has the right to unilaterally terminate the Contract at any time for any reason by notifying the Supplier by email or via the Application.
   2. The Supplier has the right to terminate the Contract unilaterally for any reason by notifying the Client thereof by e-mail or via the Application 30 days before the planned date of termination of the Contract. In such case, the Contract shall be deemed terminated 30 days after the submission of the notice of termination.
   3. The Supplier has the right to unilaterally terminate the Contract immediately, without prior notice, if:
      1. the Client has provided false information about himself/herself;
      2. the Client has not used the Service for at least one consecutive year;
      3. it turns out that the person who has used the Application, Services or the Client Account on behalf of the Client does not have the right of representation to act on behalf of the Client;
      4. the Client has been declared bankrupt or reorganized, as well as if compulsory dissolution or liquidation has been initiated against the Client;
      5. the Client intentionally or through gross negligence causes damage to the Supplier;
      6. for other reasons specified in the Contract.
   4. Either party has the right to terminate the Contract without prior notice if the other party violates the Contract and has not eliminated such violation within the additional reasonable term given to it.
   5. Upon termination of the Contract, the Supplier shall close the respective accounts and, unless otherwise agreed, shall delete the Content on them 2 months after the termination of the Contract. The supplier will not delete any Content the retention of which is subject to a legal basis. The Client may download a copy of the Content in a generally accepted format or, if the Client Account should for any reason be unusable, request the Supplier to forward it within 2 months of the termination of the Contract.

10. SUPPLIER’S LEGAL REMEDIES

    1. The Supplier is not obliged to check the Content added by the Users to the Application and the User’s actions on the Application. Also, the Supplier is not obliged to monitor the activities of the Users or the information or Content that they add to the Application or transmit through it, cache, or store. At the same time, the Supplier has the obligation arising from the Information Society Services Act to inform the competent supervisory authorities of possible illegal activities or information provided and to identify the Clients and Users to whom it provides the data storage service.
    2. If the Client or the User violates the Contract, good practices, or legislation in force on the Application, the Supplier has the right to:
       1. eliminate violation or illegal content;
       2. demand termination of the breach and bringing the conduct or Content into conformity with the Contract, good practice, or legislation;
       3. temporarily block the Client’s or User’s access to the Application or any part thereof, including temporarily closing the User Account;
       4. restrict the Client’s or User’s rights of use.
    3. If the violation of the Client or the User is repeated or for any other reason significant, the Supplier has the right to permanently prohibit the Client or the User from using the respective part of the Service or Application, delete the User Account or terminate the Contract without prior notice.
    4. The Supplier may re-add or restore access to the Content removed from the Application based on a complaint if the Supplier is provided with convincing evidence of the Content’s compliance with the Contract, good practices or legislation in force on the Application.

11. LIABILITY

    1. This Site is provided on an as-is and as-available basis. You agree that your use of the Site and our Services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the Site and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
    2. To the extent permitted by applicable law, we shall be liable only if it is at fault for our acts or omissions. Our total liability (including interest) for all claims connected with any violation of the Contract is limited to twice the fees payable under the Contract or the actual damages, whichever is the lesser. To the extent permitted by applicable law, we shall not be liable for lost income, lost revenue, lost data, purely economic damage or non-pecuniary damage caused to the Client or User, as well as for other indirect, special, result-related, dissuasive, or punitive damages.
    3. We make no warranties or representations about the accuracy or completeness of the Site’s content, or the content of any websites linked to the Site and we will assume no liability or responsibility to the extent permitted by applicable law for any:
       1. errors, mistakes, or inaccuracies of content, data and materials;
       2. personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Site;
       3. any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein;
       4. any interruption or cessation of transmission to or from the Site;
       5. any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Site by any third party, and/or;
       6. any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Site.
    4. To the extent permitted by applicable law we do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Site, any hyperlinked website or mobile application featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transactions between you and third-party providers of products or services.
    5. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.
    6. The Client shall indemnify the Supplier for any damage caused to the Supplier by any claims, obligations, actions, complaints, accusations, costs, expenses, etc. (incl. legal expenses) caused by or related to the Client’s breach of its obligations under this Contract.
    7. You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:
       1. your contributions;
       2. use of the Site;
       3. breach of these Terms of Use;
       4. any breach of your representations and warranties set forth in these Terms of Use;
       5. your violation of the rights of a third party, including but not limited to intellectual property rights; or
       6. any overt harmful act toward any other user of the Site with whom you connected via the Site.

12. GOVERNING LAW AND DISPUTE RESOLUTION

    1. These Terms are governed by and interpreted following the laws of the Republic of Estonia.
    2. Parties shall attempt to resolve all disputes over the fulfillment of the Contract through negotiations. In case the negotiations fail to produce an outcome suitable for both Parties the dispute shall be resolved according to the laws of the Republic of Estonia and in Harju County Court.

CONTACT US

If you have any questions regarding these Terms or the use of the Services, please contact us, by sending an email to [email protected].

Terms of Use are valid from 01.12.2022