Last Updated: June 18, 2024
These Terms of Service (the “Agreement” or “Terms”) constitute a legally binding agreement between Alda Solutions ehf. (“Supplier”) and you, the user of our services (“Customer”). Please read these Terms carefully before using the Services.
In addition to these Terms, Alda Solutions' Privacy Policy, Cookie Policy and Data Processing Agreement apply to the provision of Alda Solutions' Services. Alda Solutions reserves the right to amend these Terms.
Amendments will be announced by e-mail to all Customers.
By checking the “accept” box you are agreeing to both Terms of Service and the Data Processing Agreement. If you don't accept them, do not use the software.
AGREED TERMS
DEFINITIONS
1.1 Except to the extent expressly provided otherwise, in these Terms:
Authorised Users: means those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.
Confidential Information: means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.
Customer Data: means the data inputted by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Documentation: means the document made available to the Customer by the Supplier from time to time which sets out a description of the Services and the user instructions for the Services.
Effective Date: means the date of signature of these Terms.
Services: means the subscription services provided by the Supplier to the Customer under this Agreement or any other service notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation. The Services include but are not limited to Alda Solutions' software, any subsequent versions of the Software (including any updates or supplements), Internet-based services and support services for the Software.
Software: means the online software applications provided by the Supplier as part of the Services.
Subscription confirmation: means the specification and details of the subscription services the Customer wished to order.
Subscription Term: means the term of this Agreement as stated in Clause 13.1.
User Subscriptions: means the user subscriptions provided by the Supplier to the Customer which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
2. USER SUBSCRIPTIONS
2.1 Subject to the restrictions set out in the terms and conditions of this Agreement, the Supplier hereby grants to Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicenses, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.
2.2 In relation to the Authorised Users, the Customer undertakes that:
(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions provided for from time to time;
(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
(c) each Authorised User shall keep a secure password for their use of the Services and Documentation, and that each Authorised User shall keep their password confidential;
(d) it shall maintain a written, up to date list of current Authorised Users and provide such list to the Supplier at Supplier's written request.
2.3 The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) use the Services and/or Documentation to provide services to third parties; or
(d) subject to clause 17.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
2.4 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.
2.5 The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.
3. AGREEMENT
3.1 The Agreement remains in force for the duration of Customer's use of the Services.
3.2 The Supplier may make changes to this Agreement, the Privacy Policy, Cookie Policy and any other relevant terms at any time for valid reasons, such as improvement of features or to ensure continued compliance with any applicable laws. If material changes are made to the Agreement or other policies, the Supplier will notify you through the Service and/or by e-mail.
3.3 In case the Customer objects to the changes, he may cease using the Services by deleting his account. If the Customer continue to use the Services after notification of changes, he accepts the changes to the Agreement and/or policies.
4. SERVICES
4.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this Agreement.
4.2 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am Icelandic time, and
(b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer a reasonable notice in advance.
4.3 The Supplier will, as part of the Services, provide the Customer with the Supplier's standard customer support services during normal business hours.
5. DATA PROTECTION
5.1 The Supplier processes Customer Data, which is considered personal data, in order to provide the Services, in accordance with Icelandic Act no. 90/2018 on Data Protection and the Processing of Personal Data (the Data Protection Act) and Regulation (EU) no. 2016/679 of the European Parliament and of the Council (the GDPR), (together the Data Protection Legislation). The processing is governed by Addendum 1, the Data Processing Agreement, which forms part of this Agreement.
5.2 The Supplier acts as a Data Processor within the meaning of the GDPR for the personal information provided by the Customer necessary for the provision of the Services.
5.3 For further information on Supplier's handling of personal data and its sub-processors, reference is made to its Privacy Policy, which can be found here.
6. SUPPLIER´S OBLIGATIONS
6.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1.
6.3 The Supplier:
(a) does not warrant that the Customer’s use of the Services will be uninterrupted or error-free at all times.
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
6.4 This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
6.5 The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.
7. CUSTOMER´S OBLIGATIONS
7.1 The Customer shall:
(a) provide the Supplier with:
(i) all necessary cooperation in relation to this agreement; and
(ii) all necessary access to such information as may be required by the Supplier;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(b) without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement;
(c) ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
(d) obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
(e) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
(f) be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Supplier's data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
7.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
8. CHARGES AND PAYMENT
8.1 The Service is a subscription service. The price of the Services is specified in the Purchase Order or Subscription Conformation. Unless otherwise specified in the Purchase Order or Subscription Conformation, all fees are stated in EUR, exclusive of any taxes, deductions or withholding (including but not limited to cross-border withholding taxes).
8.2 As specified in the Purchase Order or Subscription Conformation, the Customer will be billed through invoicing or credit card payment. In case a payment falls through, i.e., if the credit card cannot be charged, the Supplier is authorised to initiate a bank claim for the amount plus additional cost.
8.3 The subscription fee is payable for every term in advance, as specified in the Subscription confirmation, and is due upon acceptance of the Agreement. If payment is not received by the deadline, the Supplier may charge default interest for each overdue day until payment. If a claim is overdue, Supplier reserves the right to block the Customer's activity within the Service until the overdue fee is paid.
8.4 Failure to pay the subscription fee may result in the termination of this Agreement and suspension of the Customer’s access to the Service with immediate effect, including any scheduled sessions and/or future bookings. The suspension will not relieve the Customer of its obligation to pay invoices and/or other fees already payable to the Supplier for the relevant Purchase Order or Subscription Conformation.
8.5 Should the Customer wish to cancel the subscription, such cancellation must be made before the 15th of the month of cancellation, for the Customer not be charged for the following month.
8.6 The Supplier reserves the right to change the prices, features and options included in a particular subscription plan at any time. Any changes will be notified to Customers via e-mail. Any changes will be notified at least fourteen (14) days in advance and will take effect by the start of the subsequent period. The Customer accepts the new price by continuing to use the Services after the price change is realized. Should the Customer not be willing to accept the price change, the Customer may unsubscribe from the Service before the price change is realised.
8.7 The Supplier reserves the right to charge the Customer for any expenses he suffers to the extent it is caused by the Customer, in accordance with applicable law.
9. PROPRIETARY RIGHTS
9.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
9.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
10. CONFIDENTIALITY
10.1 Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives (as defined below) to the other party and that party's Representatives whether before or after the date of this Agreement in connection with the provision of the Services, including but not limited to:
(a) the terms of this Agreement or any agreement entered into in connection with this agreement;
(b) any information that would be regarded as confidential by a reasonable business person relating to:
(i) the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party or of any member of the group of companies to which the disclosing party belongs; and
(ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party or of any member of the group of companies to which the disclosing party belongs;
Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
10.2 The provisions of this clause shall not apply to any Confidential Information that:
(a) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
(d) the parties agree in writing is not confidential or may be disclosed; or
(e) is developed by or for the receiving party independently of the information disclosed by the disclosing party.
10.3 Each party shall keep the other party's Confidential Information secret and confidential and shall not:
(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement; or
(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 10.
10.4 A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
(a) it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
(b) at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause.
10.5 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible.
10.6 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this Agreement are granted to the other party, or to be implied from this Agreement.
10.7 On termination or expiry of this Agreement, each party shall:
(a) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the other party’s Confidential Information.
(b) erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
10.8 Notwithstanding the foregoing, the Supplier may retain anonymous aggregated data collected through the provision of the Service for the purpose of creating benchmarks and improving its own services, as described in the Data Processing Agreement.
10.9 The above provisions of this clause 10 shall survive for a period of five years from termination or expiry of this Agreement.
11. INDEMNITY
11.1 The Customer shall defend, indemnify, and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:
(a) the Customer is given prompt notice of any such claim.
(b) the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
(c) the Customer is given sole authority to defend or settle the claim.
11.2 In no event shall the Supplier, its employees, agents, and subcontractors be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Services or Documentation by anyone other than the Supplier; or
(b) the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
(c) the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
12. LIMITATION OF LIABILITY
12.1 Except as expressly and specifically provided in this Agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction.
(b) the Services and the Documentation are provided to the Customer on an "as is" basis.
12.2 Subject to clause 12.1:
(a) the Supplier shall not be liable whether in, contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect, or consequential loss, costs, damages, charges or expenses however arising under this Agreement;
12.3 The Supplier is not liable for collection, reporting or payment of any tax matters which the Customer is responsible for.
13. TERM AND TERMINATION
13.1 This Agreement shall commence on the Date of Signature and shall renew as an Annual subscription until terminated.
13.2 Either party may terminate this Agreement at any time with three (3) months’ notice without providing a reason, subject to any restrictions of this Agreement.
13.3 If the Customer terminates the Agreement before the 15th of the month, the termination will take effect on the last day of three months later. If the Customer terminates the Agreement on or after the 15th of the month, the termination will take effect on the last day of the subsequent three months later (current month + three (3) months).
13.4 Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(a) the other party commits a material breach of any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so; or
(b) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
13.5 On termination of this Agreement for any reason:
(a) the Customer shall pay to the Supplier any amounts that have accrued before and remain unpaid as of the date of the termination or expiration, in accordance with the above.
(b) all licences granted under this Agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation.
(c) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party; any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
FORCE MAJEURE
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly.
15. SEVERANCE
If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreement.
16. AGREEMENT AND VARIATION
16.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
16.2 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
17. ASSIGNMENT
17.1 The Customer shall not, without prior written consent of the Supplier, assign, transfer, sub-contract, or deal in any other manner with its rights or obligations under this Agreement.
17.2 The Supplier may at any time assign, transfer, charge, sub-contract, or deal in any other manner with all or any of its rights or obligations under this Agreement.
18. NOTICES
18.1 Any notice given to a party under or in connection with this Agreement shall be in writing, including e-mail, to the address of Supplier’s contact to the Customer.
18.2 Any notice shall be deemed to have been received, if sent by e-mail, at the time of transmission, or, if this time falls outside normal business hours in the place of receipt, when normal business hours resume. If delivered by hand or post, at the time the notice is left at the proper address. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
19. GOVERNING LAW AND JURISDICTION
19.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and interpreted in accordance with the law of Iceland.
19.2 Each party irrevocably agrees that they will use their reasonable efforts to settle any dispute, claim, question, or disagreement through amicable consultation, in good faith negotiations. Should reasonable efforts fail, disputes arising out of or in connection with this Agreement shall be brought to the District Court of Reykjavík, Iceland.