BUSINESS RULES
GENERAL TERMS
The terms of use for the services, solutions, and equipment provided by iD Süsteemide OÜ are generally defined in agreements concluded with customers and are based on good business practice and prudent use.
Specific rules regarding licenses and support services are agreed upon in customer-specific Special Terms and Conditions for Support Services.
We kindly request that you respect the copyrights related to our trademarks, software, and custom-developed solutions.
The prices of services and products are agreed with the customer based on a quotation, to which a written order confirmation may be added if necessary. We reserve the right to modify the pricing of standard recurring services by publishing information about such changes well in advance on our website and notifying customers in accordance with the applicable contractual provisions. We make every effort to ensure the uninterrupted operation of our equipment, software, and solutions. However, we emphasize that our liability with respect to defective equipment is limited solely to repair work carried out within a reasonable timeframe and at a reasonable cost, or to replacement of the equipment. We shall not be liable for lost revenue, loss of profit, or any other indirect costs or damages.
We expect our customers to settle all invoices by their due dates. We reserve the right to restrict access to services and the use of software for customers with overdue payments. When collecting outstanding debts, we will use all remedies available under applicable law.
We safeguard our customers' confidential business information and expect the same level of confidentiality and professional conduct from our customers
PRIVACY POLICY
The controller of personal data is iD Süsteemide OÜ (hereinafter referred to as iDS or we/us; registration code 14259084; registered address: A. H. Tammsaare tee 47, Tallinn, Harju County 11316, Estonia).
This Privacy Policy applies to you if:
(i) you have provided us with your personal data in order to receive offers;
(ii) you have contacted us through a form available on our website and provided your personal data for this purpose; or
(iii) we have obtained your personal data because you are a representative or contact person of our corporate customer (including a prospective customer) or business partner.
Prospective customers include customers who have expressed interest in our services themselves or to whom we have proactively made an offer regarding the use of our services.
This Privacy Policy does not apply to data relating to legal entities and does not cover the processing of personal data on websites or service environments referenced on our websites or service environments (external links).
Personal Data We Process
If you have expressed a wish to receive iDS offers and have submitted your email address through a form on our website for this purpose, we process only your email address.
If you have contacted us through the iDS website and submitted your personal data for this purpose, we process the following personal data:
First name and surname;
Email address;
Information provided in the content of your message.
If you are a representative or contact person of our customer (including a prospective customer) or business partner, we process personal data provided to us either by the related legal entity or by you directly.
For the purpose of making offers to prospective customers, we may also collect your personal data from public sources (e.g., a legal entity's website, the commercial register, etc.), but only where your personal data has been published in connection with the activities of that legal entity.
We may process the following personal data concerning you:
First name and surname;
Personal identification code;
Business contact details (telephone number, email address);
Your position with our customer or business partner;
Other information that you have provided to us for the purpose of delivering services.
Please note that personal data means any information relating to an identified or identifiable natural person. Information relating to a legal entity does not constitute personal data. iDS processes only such personal data as is minimally necessary for the purposes for which it is processed.
Purposes and Legal Bases for Processing Personal Data
If you have provided us with your email address in order to receive information and offers regarding our services, we process your personal data solely for that purpose. The legal basis for processing your personal data in this case is your consent.
Please note that you have the right to withdraw your consent at any time by sending us an email to the address provided below. Withdrawal of consent does not affect the lawfulness of processing carried out on the basis of consent prior to its withdrawal.
If you have contacted us through our website, we process your personal data solely for the purpose of responding to your message. The legal basis for processing your personal data in this case is our legitimate interest in providing you with the information you have requested.
We consider that by contacting us, you are expressing a wish for your personal data to be processed for this purpose. Following a balancing assessment, we have concluded that our interest outweighs your interests, fundamental rights, and freedoms requiring protection of personal data. You have the right to object to processing carried out on the basis of legitimate interest.
If you are a representative or contact person of our customer (including a prospective customer) or business partner, we process your personal data for the following purposes:
Preparation, conclusion, and performance of contracts with customers or business partners (including invoicing and identity verification);
Provision of services and management of customer relationships (e.g., contacting a customer or business partner and resolving possible issues);
Sending information and offers regarding new services and opportunities;
Management and development of iDS services.
Where we process your personal data because you are a representative or contact person of our customer (including a prospective customer) or business partner, the legal basis for processing is our legitimate interest in providing services to or otherwise cooperating with the legal entity with which you are associated.
We recognize that a representative or contact person acts in the economic interests and business activities of the respective legal entity. Following a balancing assessment, we have concluded that our interest outweighs your interests, fundamental rights, and freedoms requiring protection of personal data. You have the right to object to such processing.
Where necessary, we may also process your personal data in order to comply with legal obligations or to protect our rights, including the establishment, exercise, or defense of legal claims. In such cases, the legal basis for processing is our legitimate interest in protecting our rights.
Data Retention
We retain your personal data only for as long as necessary to achieve the purposes for which it was collected.
For example, we apply the following retention periods:
To comply with accounting obligations, we must retain contracts and related records for at least seven (7) years from the end of the financial year in which the contract was concluded;
Pursuant to limitation periods applicable under Estonian law, we may retain personal data relating to contractual claims for up to eleven (11) years following the termination of the customer or business relationship.
Data Sharing
Your personal data is accessible only to those iDS employees who have a legitimate business need to access it in connection with their duties.
We may also disclose your personal data to third parties, but only where we have a legitimate need and a legal basis to do so.
We use service providers who, in providing services to us, may gain access to your personal data. Such service providers act as data processors and process personal data solely on our behalf and in accordance with our instructions. Such processors may include, for example, providers of advertising services and software development services.
Where an appropriate legal basis exists, we may share your personal data with the following third parties acting as independent data controllers:
Legal service providers, where disclosure is necessary to protect our rights; in such cases, the legal basis is our legitimate interest in protecting our rights;
Third parties to whom we are required to disclose personal data in order to comply with legal obligations (primarily governmental and supervisory authorities); in such cases, the legal basis is compliance with a legal obligation.
We transfer your personal data outside the European Union and the European Economic Area only where there is a lawful basis for doing so, including where the recipient:
Is located in a country that the European Commission has determined provides an adequate level of personal data protection; or
Has entered into a contract that complies with European Union requirements for transfers of personal data to processors located outside the European Union.
Your Rights
You have all rights relating to your personal data provided under applicable data protection legislation, within the scope prescribed therein (these rights are not absolute).
You have the right to:
Request access to your personal data and obtain a copy thereof;
Request correction of inaccurate personal data;
Request erasure of personal data;
Request restriction of processing;
Request data portability;
Object to processing based on legitimate interests;
Withdraw consent given for the processing of personal data.
If you wish to exercise your rights or have any questions regarding the processing of your personal data, please contact us by email at info@ids.ee.
If, despite our explanations, you believe that your rights relating to personal data have been violated, you also have the right to lodge a complaint with the Estonian Data Protection Inspectorate or to seek judicial protection.
Our Contact Details
Address:
A. H. Tammsaare tee 47
Tallinn, Harju County 11316
Estonia
Email:
info@ids.ee
Amendments to the Privacy Policy
We may amend this Privacy Policy where necessary due to changes in our personal data processing practices, amendments to data protection legislation, guidance issued by supervisory authorities, court or regulatory practice, or other reasonable circumstances.
We will notify you of any amendments either by email or by publishing a notice on our website.
This Privacy Policy is effective as of 1 November 2020.
SUPPORT SERVICES GENERAL TERMS AND CONDITIONS
1. Application of the General Terms and Conditions
1.1 These General Terms and Conditions for Support Services (the "General Terms") apply to the maintenance and support services provided by iD SÜSTEEMIDE OÜ, registry code 14259084, address Tammsaare tee 47, 11316 Tallinn ("iDS"), to its customer (the "Customer") in relation to the point-of-sale and inventory management software BUUM (including any customer-specific functionalities) and/or payment terminal software EPSWare (the "Software") developed and owned by iDS and licensed to the Customer, and/or point-of-sale system equipment (the "Hardware").
1.2 In the Agreement, iDS and the Customer are jointly referred to as the "Parties" and individually as a "Party".
1.3 The provision of support services is based on each individual order submitted by the Customer and/or a written support service agreement entered into between the Customer and iDS (the "Special Terms"), which specifies the Software and/or Hardware covered by the support services, the service period, service volumes, and other necessary terms for service provision, and in which the Customer confirms, among other things, its acceptance of these General Terms. In the event of any conflict between the General Terms and the Special Terms, the Special Terms shall prevail.
1.4 The Customer's order for support services (whether under the Special Terms or as a one-time order), together with these General Terms, constitutes the support services agreement (the "Agreement"). In the case of a one-time order, the Agreement enters into force upon acceptance of the order by iDS. Where Special Terms are concluded, the Agreement enters into force upon signature of the Special Terms by both Parties.
2. Scope and Types of Support Services
2.1 Under the Agreement and subject to its terms, iDS provides the Customer with various support services, including customer support services, technical support services, on-call support services, and software development services.
2.2 Customer support services necessary for maintaining the Software and Hardware existing at the time of entering into the Agreement shall be provided by iDS on business days (excluding public holidays) from 09:00 to 17:00 (the "Working Hours").
Customer support services include:
2.2.1 Telephone and remote administration support regarding the use of the Software and Hardware;
2.2.2 Resolution of Software and Hardware malfunctions occurring during operation and consultation of operating personnel;
2.2.3 Consultation of the Customer's personnel by telephone and email;
2.2.4 Training for the Customer's employees up to once every six months at a location designated by iDS;
2.2.5 Ensuring, within iDS's competence, capabilities, and authority, the functioning of customer card, loyalty card, payment card, and credit card systems used at points of sale.
2.3 Technical support services required to resolve Software- and Hardware-related faults and issues shall be provided by iDS during Working Hours.
Technical support services include:
2.3.1 Monitoring software tools located on the central server and data communication between branches within iDS's authority and capabilities;
2.3.2 Technical maintenance of the sales system via remote management, including technical inspection, configuration, cleaning, etc. of software tools;
2.3.3 Any Software- and Hardware-related maintenance work performed at the Customer's premises;
2.3.4 Elimination of disturbances caused by computer viruses;
2.3.5 Resolution of Hardware and data communication issues arising during operation;
2.3.6 Software- and Hardware-related assistance not directly concerning the use of the Software (e.g., modification or installation of operating systems, network installation, etc.);
2.3.7 Resolution via remote administration of issues resulting from changes to the operating environment that have been coordinated between the Customer and iDS;
2.3.8 Provision of replacement equipment in emergency situations where the Hardware was supplied by iDS and has not exceeded its normal service life;
2.3.9 Restoration, maintenance, and repair work caused by force of nature, use contrary to system operating requirements, user error, or any other fault attributable to the Customer;
2.3.10 Installation of Software version upgrades, bug fixes, and enhancements (for larger upgrades, iDS shall provide a separate quotation upon the Customer's request);
2.3.11 Making Software version upgrades, bug fixes, and enhancements available to the Customer.
2.4 The Customer has the right to order extraordinary support services, i.e. on-call support services, for resolving time-critical issues with the purpose of ensuring the technical operability of the Hardware outside Working Hours.
2.5 At the Customer's request, iDS also provides Software development services, including:
2.5.1 Minor modifications to the Software according to the Customer's specific requirements. The determination of whether a modification qualifies as minor shall be made solely by iDS;
2.5.2 Larger-scale development work or modifications to the Software or Hardware exceeding the scope set out in Clause 2.5.1 shall be performed only on the basis of a separate agreement.
2.6 The Customer may order from iDS other services listed in the price list but not mentioned in Clauses 2.2-2.5, such as work related to print templates and modification of new or existing print layouts.
3. Procedure for Providing Support Services and Cooperation Between the Parties
3.1 To order services, the Customer's authorised contact person shall contact iDS using the contact details specified in Clause 9.2 and provide the location of the fault, a brief description of the issue, the name of the reporting person, and contact details. If an iDS customer service representative is unavailable, the Customer shall leave a message with the same information on the iDS voicemail system or send an SMS message containing the relevant information. iDS shall record the time, reason, and identity of the person making the request and shall contact the reporting person as soon as reasonably possible after receiving the Customer's notification.
3.2 Depending on the Customer's request and the nature of the issue, iDS shall first attempt to resolve the problem through telephone consultation or remote administration. If the issue cannot be resolved in this manner, iDS shall provide services at the Customer's premises at a time agreed between the Parties. The Customer shall ensure access to its systems and workplaces necessary for the provision of the services.
3.3 If the Customer orders Software development services described in Clause 2.5, iDS shall notify the Customer of the feasibility of providing such services no later than five (5) business days after receiving the order. If iDS is able to provide the requested services, the Parties shall enter into an additional agreement in at least a form reproducible in writing (including by exchange of emails). If the Parties do not agree on the amount of remuneration, the fees specified in the applicable price list shall apply.
3.4 To ensure the quality and effectiveness of the services provided under the Agreement, the Customer undertakes to:
3.4.1 Create a backup copy of databases to external media at least once every 24 hours in accordance with instructions provided by iDS;
3.4.2 Ensure that the Software and Hardware are maintained, upgraded, and relocated only by iDS, a person authorised by iDS, or a person approved in advance by iDS;
3.4.3 Provide access to all information, documentation, systems, workplaces, and Hardware necessary for service provision;
3.4.4 Provide as accurate information as possible regarding issues encountered when using the Software or Hardware;
3.4.5 Notify iDS as soon as possible of the removal or relocation of computer workstations within the sales system;
3.4.6 Coordinate with iDS any of the following modifications to a computer on which the Software is installed:
i) changes to the operating system or operating system version, system files, or network system;
ii) installation of software that may affect the Software, related programs, or their configuration;
iii) changes to Hardware affecting the operation of the Software.
4. Acceptance of Support Services
4.1 iDS shall notify the Customer once a specific fault or issue has been resolved. If the Customer does not notify iDS of any deficiencies by the end of the business day following the resolution of the fault, the service shall be deemed to have been duly provided. Any subsequent claims shall be handled as part of a new service request.
4.2 Where the provision of a service results in the delivery of a specific work product to the Customer (for example, a Software modification or development), the Customer shall review the delivered work within three (3) business days. If deemed necessary, the Customer may extend the review period to a total of seven (7) business days by notifying iDS within the original review period. If defects are identified, the Customer shall, within the review period, submit a notice to iDS either accepting the work with defects or refusing acceptance, together with a description of the identified defects. In the case of minor defects, the Customer shall accept the work but may require the defects to be remedied.
4.3 For the correction of defects, the Customer shall, after consulting with iDS, establish a reasonable deadline for remediation. If the Customer refuses acceptance due to defects in the work, iDS shall remedy the defects at its own expense and resubmit the work to the Customer for review.
4.4 The Customer shall accept all final work products that are free of defects by confirming acceptance to iDS in at least a form reproducible in writing (e.g., email, SMS message, or another electronic means). A final work product shall be deemed accepted by the Customer if the Customer fails to notify iDS of any defects within the review period or if the Customer uses the delivered but not formally accepted work product in its business or production activities.
5. Calculation and Payment of Fees
5.1 iDS shall provide services under the Agreement based on the hourly rates set out in the price list published on the iDS website (https://www.ids.ee/hinnakiri), according to the actual time spent providing the services.
5.2 The fees set out in the price list are exclusive of value added tax (VAT). The service fee does not include other costs associated with service provision, such as spare parts, components, consumables, or the cost of other software or information system licenses installed as part of the services. iDS has the right to amend the price list once per calendar year by providing the Customer with at least one (1) month's prior notice.
5.3 The Parties may agree in the Special Terms on a fixed monthly base fee covering customer support and/or technical support services ordered by the Customer and provided by iDS up to the service volume specified in the Special Terms for a calendar month. Customer support and technical support services exceeding the volume covered by the base fee, or services that cannot be provided by telephone or remote administration and therefore must be provided at the Customer's premises, shall not be covered by the base fee (except for the training specified in Clause 2.2.4). Any services exceeding the base-fee volume shall be charged according to the hourly rates specified in the price list.
5.4 Time spent providing services shall be calculated in 15-minute increments. For services not covered by a base fee, the minimum billable time in a calendar month shall be thirty (30) minutes. For services provided at the Customer's premises, billable time shall commence upon iDS's arrival at the Customer's location.
5.5 The fixed monthly base fee for customer support and technical support services shall be paid monthly on the basis of an invoice issued by iDS and shall be due by the 25th day of the current month.
5.6 For services not covered by the base fee, including development services, additional services, and on-call services, iDS shall submit a monthly report to the Customer regarding the services provided and the associated time records. If the Customer does not dispute the report within five (5) business days of receipt, the service volume calculation and charges shall be deemed accepted. Following approval of the report, or if no objections are received within the specified period, iDS shall issue an invoice. The payment term for the invoice shall be five (5) business days from the date the invoice is sent to the Customer.
5.7 Transportation costs, including travel to the Customer's premises, and other costs not directly related to service provision shall be invoiced monthly by iDS based on the services provided during the previous calendar month.
6. Confidentiality
6.1 The Parties undertake to keep confidential the terms of the Agreement and all information obtained under the Agreement or during pre-contractual negotiations regarding the other Party's business activities and financial position, including the Parties' trade secrets. Each Party shall ensure the confidentiality of such information and shall not use or disclose it for its own benefit or that of any third party. The obligation to protect confidential information shall remain in force throughout the term of the Agreement and for two (2) years following its termination.
Confidential information includes, but is not limited to:
i) financial and economic information and accounting records;
ii) transactions and databases;
iii) budgets and business plans;
iv) sales and marketing techniques;
v) service processes, service pricing, and pricing methodologies;
vi) existing and potential customer relationships, the contents of customer agreements, and customer contact information;
vii) any other information reasonably considered to be a trade secret of the other Party or information whose disclosure would reasonably not be in that Party's interests.
6.2 Confidential information shall not be disclosed to third parties without the consent of the other Party, except where such disclosure is required by law or where the information is disclosed to professional advisers (such as attorneys or auditors) who are themselves bound by confidentiality obligations.
7. Processing of Personal Data
7.1 iDS processes the personal data of the Customer and natural persons related to the Customer (e.g., employees) in accordance with a document in which iDS specifies how it processes (including collecting, using, disclosing, storing, transferring, and deleting) the personal data of the Customer and persons related to the Customer, and informs the Customer and such persons about their rights as data subjects (the "Privacy Notice").
7.2 More detailed information, including the Privacy Notice, is available on the iDS website: https://www.ids.ee/arireeglid.
7.3 Prior to ordering services, the Customer shall ensure that all persons whose data may be processed by iDS have been given an opportunity to review the Privacy Notice.
8. Liability
8.1 iDS shall not be liable for any direct or indirect damages related to the provision of services. While iDS shall make reasonable efforts to correct Software errors or Hardware failures, it shall not be liable for the occurrence of such errors or failures. Nor shall iDS be liable where an error or failure results from improper or deficient operation of the Customer's computers, equipment, or computer network.
8.2 iDS shall have no obligations or liability with respect to any modifications or adaptations of the Software or Hardware, or any Software-related services or support, performed by the Customer or third parties. iDS shall also not be liable for defects resulting from external factors (including other software programs) or from compatibility or interoperability issues between the Software and the Customer's own hardware or software environment.
8.3 The maximum liability of iDS (except in the case of intentional breach of obligations) for all claims, including claims for late payment interest, shall be limited to the amount of one monthly base fee or, in the absence of a base fee, the fee payable for the specific service giving rise to the claim.
8.4 iDS shall be liable for the performance of its obligations under the Agreement solely towards the Customer. Any damages suffered by third parties shall not be compensable by iDS.
8.5 In the event of delay in fulfilling monetary obligations under the Agreement, the rate of late payment interest shall be 0.1% per day of the overdue amount.
8.6 iDS shall have the right to suspend the performance of its contractual obligations if the Customer delays payment of an invoice by more than fifteen (15) calendar days beyond its due date.
9. Notices
9.1 Any declaration of intent or notice given under or in connection with the Agreement, for which no special procedure is prescribed in the Agreement, shall be made in a form reproducible in writing and sent to the other Party's designated contact person. The contact details of iDS are set out in Clause 9.2. The Customer's contact person shall be specified in the Special Terms; in the absence thereof, the person submitting the order shall be deemed the Customer's contact person.
Any declaration or notice that must be made in writing shall be deemed duly delivered if handed personally to the recipient, sent by registered mail, or sent as a digitally signed document.
Such declaration or notice shall be deemed received as follows:
by email: on the business day following transmission;
if delivered personally or by courier: upon delivery;
if sent by registered mail: no later than the fourth (4th) business day following submission to the postal service provider.
9.2 Contact details of iDS for notices and communications:
iD Süsteemide OÜ
Tammsaare tee 47
11316 Tallinn, Estonia
Tel: +372 650 5444
Email: info@ids.ee
10. Amendment and Termination of the Agreement
10.1 The Special Terms may be amended by agreement of the Parties in a form reproducible in writing, including by email. iDS may amend these General Terms unilaterally by giving the Customer at least thirty (30) calendar days' prior notice.
10.2 Termination of the Agreement shall not affect the performance of obligations that arose before the termination date.
11. Final Provisions
11.1 The invalidity of any provision of the Agreement shall not release the Parties from their obligation to comply with the remaining provisions of the Agreement, nor shall it result in the invalidity of the Agreement as a whole. If any provision is found to be invalid, the Parties shall use their best efforts to replace it with a valid provision that achieves, to the greatest extent possible, the purpose of the invalid provision.
11.2 The Agreement shall be governed by the laws of the Republic of Estonia. Any dispute arising out of or in connection with the Agreement shall first be resolved through negotiations between the Parties. If no agreement can be reached, the dispute shall be submitted in the first instance to the Harju County Court (Harju Maakohus).
SOFTWARE LICENSE GENERAL TERMS AND CONDITIONS
1. Application of the General Terms and Conditions
1.1 These Software License General Terms and Conditions (the "General Terms") apply to the licensing of the point-of-sale and inventory management software BUUM (including any customer-specific functionalities) and/or payment terminal software EPSWare (the "Software"), developed and owned by iD SÜSTEEMIDE OÜ, registry code 14259084, address Tammsaare tee 47, 11316 Tallinn ("iDS"), for use by the customer (the "Customer") under a license agreement.
1.2 iDS and the Customer are jointly referred to as the "Parties" and individually as a "Party".
1.3 The basis for granting the right to use the Software is an agreement concluded by email between the Customer and iDS, specifying the general description of the Software, the license term, scope, and license fees, and in which the Customer confirms, among other things, acceptance of these General Terms (the "Special Terms"). The Special Terms together with these General Terms constitute a non-exclusive software license agreement (the "Agreement"), under which iDS grants the Customer a non-exclusive license to use the Software.
1.4 The Agreement shall enter into force from the moment the Special Terms are deemed concluded. The Special Terms shall be deemed concluded when the Customer confirms by email its acceptance of the Special Terms sent by iDS and confirms its acceptance of these General Terms.
1.5 In the event of any conflict between the General Terms and the Special Terms, the Special Terms shall prevail.
2. Grant of License
2.1 Under the Agreement and subject to its terms, iDS grants the Customer a non-exclusive license within the meaning of § 370(1) of the Estonian Law of Obligations Act to use the Software (the "License").
2.2 Under the License, the Customer has the right, to the extent necessary for the intended use of the Software in the course of its business and professional activities, to:
2.2.1 Use the Software in the version specified in the Special Terms and within the scope of the modules and functionalities described therein;
2.2.2 Install the Software on devices designated by the Customer;
2.2.3 Connect the Software with other software and create interfaces and integrations necessary for the use of the Software;
2.2.4 Allow its employees and contractual partners to access and use the Software;
2.2.5 Create backup copies of the Software, provided that such copies are necessary for the use of the Software or for restoring Software that has been lost, destroyed, or become unusable.
2.3 The Customer is not permitted under the License to:
2.3.1 Use the Software in any manner other than that described in Clause 2.2 of the Agreement;
2.3.2 Translate, reproduce, adapt, modify, or otherwise transform the Software, nor reproduce the results obtained therefrom, except to the extent expressly permitted in the Software user documentation provided by iDS to a person designated by the Customer by email;
2.3.3 Reverse engineer, decompile, or otherwise attempt to recover the source code of the Software, except where expressly permitted by applicable law and only under the conditions stipulated by such law;
2.3.4 Modify the Software or circumvent, crack, or otherwise interfere with the Software license key or other encryption-protected algorithms forming part of the Software.
2.4 The term and scope of the License shall be agreed upon by the Parties in the Special Terms.
2.5 The License is granted without any geographical restrictions and shall be valid worldwide.
2.6 The Customer shall not be entitled to transfer the License to any third party, including by selling, assigning, renting, or sublicensing it, except within the Customer's group of companies or to business partners engaged in joint economic activities with the Customer. The Customer shall remain responsible for compliance with all obligations related to the License and arising from this Agreement.
2.7 All copyrights, intellectual property rights, and ownership rights relating to the Software shall remain vested in iDS. The Customer's right to use the Software is limited to the rights expressly granted under Clause 2.2 of the Agreement.
2.8 The License shall become effective, and the rights arising from the License shall be granted, from the moment the Customer has paid the applicable license fee in accordance with the terms specified in the Special Terms. Unless otherwise agreed in writing with iDS, the Customer shall have no right to use the Software prior to full payment of the license fee.
3. Provision and Maintenance of the Software
3.1 During the term of the Agreement, iDS shall use commercially reasonable efforts to make the Software available to the Customer in the functionality and scope specified in the Special Terms.
3.2 The Customer acknowledges and agrees that:
(i) the Software has not been developed to meet the Customer's individual requirements;
(ii) technical or other issues may occasionally occur and the Software may not operate uninterruptedly or error-free at all times;
(iii) the Software is not intended for use in hazardous activities, such as traffic control, critical infrastructure services, handling of hazardous substances, or other activities where a Software failure could result in death, personal injury, or environmental damage.
3.3 iDS shall make the Software available to the Customer within the agreed number of days following the entry into force of the Agreement and the payment of the license fee in accordance with the Special Terms.
3.4 iDS shall provide user support services necessary for maintaining the operational use of the Software. The specific scope and conditions of such support services shall be agreed upon either in a separate Software Support Services Agreement or, if no separate agreement is concluded, the support services shall be governed by the General Terms available on the iDS website at Business Rules and the applicable Price List.
4. License Fee
4.1 The Customer shall pay the license fee to iDS in accordance with the terms specified in the Special Terms. VAT shall be added to the license fee as required by applicable law.
4.2 In the event of delay in payment of the license fee, the Customer shall pay late payment interest at the rate of 0.1% of the overdue amount for each day of delay.
5. Customer Obligations Regarding the Use of the Software
5.1 The Customer undertakes to:
5.1.1 Ensure that the system in which the Software will be used has compatible hardware and software;
5.1.2 Use the Software only on the permitted hardware and within the permitted scope;
5.1.3 Use the Software in compliance with the laws of the Republic of Estonia;
5.1.4 Create backup copies of the Software solely for the purpose of restoring destroyed or unusable Software and prevent the use of backup copies for any other purpose;
5.1.5 Ensure that where the Software is used for processing or storing data subject to statutory procedural requirements (for example, personal data), all required legal and/or formal procedures have been fulfilled;
5.1.6 Implement appropriate security measures to protect the Software against unauthorized access, use, or copying;
5.1.7 Order all modifications, enhancements, or repair work relating to the Software exclusively from iDS or persons authorized by iDS;
5.1.8 Notify iDS of any malfunction, defect, or error discovered in the operation of the Software.
6. Confidentiality
6.1 The Parties undertake to keep confidential the terms of the Agreement and all information obtained under the Agreement or during pre-contractual negotiations concerning the other Party's business activities, financial position, and trade secrets. Each Party shall maintain the confidentiality of such information and shall neither use nor disclose it for its own benefit or for the benefit of any third party.
The obligation to protect confidential information shall remain in effect throughout the term of the Agreement and continue indefinitely following its termination.
Confidential information includes, but is not limited to:
i) financial and economic information and accounting records;
ii) transactions and databases;
iii) budgets and business plans;
iv) sales and marketing techniques;
v) service processes, service pricing, and pricing principles;
vi) existing and prospective customer relationships, customer contract contents, and customer contact information;
vii) any other information reasonably considered to constitute a trade secret of the other Party or disclosure of which would reasonably not be in that Party's interests.
6.2 Confidential information shall not be disclosed to third parties without the consent of the other Party, except where disclosure is required by applicable law or where disclosure is made to professional advisers (such as attorneys or auditors) who are themselves subject to confidentiality obligations.
7. Processing of Personal Data
7.1 iDS processes personal data of the Customer and natural persons associated with the Customer (such as employees) in accordance with a document specifying how iDS processes (including collecting, using, disclosing, storing, transferring, and deleting) such personal data and informing the Customer and associated persons of their rights as data subjects (the "Privacy Notice").
7.2 More detailed information, including the Privacy Notice, is available on the iDS website at Business Rules.
7.3 Prior to ordering services, the Customer shall ensure that the persons whose personal data may be processed by iDS have had an opportunity to review the Privacy Notice.
8. Liability
8.1 The Software is licensed on an "as is" basis and, to the maximum extent permitted by applicable law, iDS shall not be liable to the Customer for any direct or indirect damages arising from the use of the Software. Although iDS shall make reasonable efforts to correct Software defects, it shall not be liable for the occurrence of such defects. Nor shall iDS be liable where a defect results from the improper or inadequate operation of the Customer's computers, devices, or computer network.
8.2 iDS shall have no obligations or liability in relation to any Software modifications, adaptations, services, or support performed by the Customer or any third party. iDS shall not be liable for defects arising from external factors (including third-party software) or from compatibility or interoperability issues between the Software and the Customer's own hardware or software environment.
8.3 If the Customer breaches any obligation or restriction under the Agreement, iDS shall have the right to claim a contractual penalty of up to EUR 5,000 for each violation.
9. Entry into Force, Amendment, and Termination of the License Agreement
9.1 The License shall become effective once the Customer has paid the license fee in accordance with the terms specified in the Special Terms.
9.2 The Special Terms may be amended by mutual agreement of the Parties in a form reproducible in writing, including by email. iDS may amend the General Terms unilaterally by giving the Customer thirty (30) calendar days' prior notice.
9.3 The Parties may terminate the Agreement at any time by mutual agreement. Either Party may terminate the Agreement without cause by providing written notice to the other Party within the notice period specified in the Special Terms.
9.4 iDS shall have the right to terminate the Agreement immediately and without prior notice if:
9.4.1 The Customer has been overdue in paying the license fee for more than ninety (90) days;
9.4.2 The Customer breaches any obligation or restriction under the Agreement and fails to remedy the breach within a reasonable period specified by iDS. The determination of what constitutes a reasonable period shall be made solely by iDS.
9.5 Termination of the Agreement shall not affect obligations that arose prior to the termination date.
10. Notices
10.1 Any declaration of intent or notice given under or in connection with the Agreement, for which no special procedure is prescribed, shall be made in a form reproducible in writing and sent to the relevant Party's contact person. iDS's contact details are specified in Clause 10.2. The Customer's contact person shall be specified in the Special Terms; if no contact person has been specified, the person who contacted iDS shall be deemed the Customer's contact person.
Any declaration or notice required to be in writing shall be deemed duly delivered if personally delivered, sent by registered mail, or sent as a digitally signed document to the recipient's email address.
A notice shall be deemed received as follows:
Email: on the first business day following transmission;
Personal delivery or courier delivery: upon delivery;
Registered mail: no later than the fourth (4th) business day following submission to the postal service provider.
10.2 iDS contact details for notices:
Telephone: +372 650 5444
Email: info@ids.ee
10.3 The Customer shall notify iDS in writing without undue delay of any change to the contact person's details specified in the Special Terms. The updated details shall be deemed effective upon receipt of such notice by iDS.
11. Final Provisions
11.1 The invalidity of any provision of the Agreement shall not release the Parties from their obligation to comply with the remaining provisions of the Agreement, nor shall it render the entire Agreement invalid. If any provision is found to be invalid, the Parties shall use their best efforts to replace it with a valid provision that achieves, to the greatest extent possible, the purpose intended by the invalid provision.
11.2 The Agreement shall be governed by the laws of the Republic of Estonia. Any dispute arising from or related to the Agreement shall first be settled through negotiations between the Parties. If no agreement can be reached, the dispute shall be resolved in the first instance by the Harju County Court (Harju Maakohus).