Esteamate.co Terms of Service

Introduction

Esteamate.co is an application that allows users to efficiently, conveniently, and orderly organize their work time, manage project time, and profitability of work time, which helps in comprehensive management of a one-person business as a "Freelancer" as well as small and medium-sized enterprises "Enterprise" employing from several to several dozen people.

These Terms of Service establish the general rules and conditions for using the Website.

The owner of the Esteamate.co website is DIGITAL LEGAL Limited Liability Company based in Gdynia (registered office and delivery address: ul. Starowiejska 16/1, 81-356 Gdynia), entered into the National Court Register maintained by the Gdańsk North District Court in Gdańsk, VIII Commercial Division of the National Court Register, under KRS number 0000804394, share capital of the company: PLN 6,000 (paid in full), NIP: 5862348672, REGON: 384407244.

The owner of the Esteamate.co application is Bluewom Ltd., 40 Fenwick Road, Scartho Top, DN33, 3SJ Grimsby, United Kingdom, COMPANY ID No. 09300458.

The company uses the Esteamate.co application (hereinafter referred to as the "Application") based on a license agreement concluded with Bluewom Ltd., and is entitled to grant further licenses to use the Esteamate.co application to clients, on the terms resulting from the purpose of using Esteamate.co and from these Terms of Service.

This agreement has been entered into between the person using Esteamate.co, referred to as the "Client", and DIGITAL LEGAL Ltd. "Client" is a person or institution that has accepted this agreement or, if not applicable, a person who accepts the agreement on behalf of the client. "DIGITAL LEGAL Ltd." is a company that owns or manages Esteamate.co, a platform from which the Client uses or accesses the services listed in the agreement.

If you accept this agreement on behalf of your employer or another entity, you confirm that:

1. You have full legal authority to bind your employer or that entity to the terms of this agreement.
2. You accept this agreement on behalf of your employer or that entity.

If you use your employer's or another entity's email address to accept this agreement, then:

1. You are considered a representative of that party.
2. Your acceptance of this agreement binds your employer or that entity to its terms.
3. The terms "you" or "Client" refer to your employer or that entity.

By clicking the "Sign up" button (or equivalent button or checkbox) when placing an order, downloading Esteamate.co, or using it, you confirm that you accept this agreement. If you do not agree with its terms, do not click the "Sign up" button (or equivalent), do not download Esteamate.co, or do not use it or access it.

Definitions

Agreement means this Agreement between the Client and DIGITAL LEGAL Ltd.

DIGITAL LEGAL Ltd. Applications mean applications developed by DIGITAL LEGAL Ltd. for use with Esteamate.co.

Client Data means any data, content, or materials provided by or on behalf of the Client or its Users through Esteamate.co, including from Third Party Sites.

Order means a DIGITAL LEGAL Ltd. order document or online order specifying the Esteamate.co services to be provided under this Agreement, accepted by DIGITAL LEGAL Ltd. in accordance with Section 9 (Ordering Process and Delivery).

Privacy Policy means the Privacy Policy of DIGITAL LEGAL Ltd.

Esteamate.co means the respective Esteamate.co and Esteamate.co Enterprise, software provided by DIGITAL LEGAL Ltd. in connection with the Order. Esteamate.co also includes DIGITAL LEGAL Ltd. applications.

Scope of Use means the Client's entitlement to Esteamate.co specified in the Order, which may include: the number of licenses, entity, department, business unit, website, usage field, or other restrictions or billing units.

Esteamate.co Software means the software installed by DIGITAL LEGAL Ltd. and any generally available bug fixes, updates, and upgrades provided to the Client, including through Support.

Subscription Term means the term during which the Client is entitled to use or access Esteamate.co.

User means any person authorized by the Client to use the Products. Users may include: owners, employees, consultants, contractors, and agents of the Client and its Affiliates, third parties with whom the Client or its Affiliates transact business, persons invited by Client users, persons on managed accounts, or persons interacting with the Product as a client of the Client.

General Terms of Use of the Website

1. This agreement applies to orders placed by the client on Esteamate.co and related services. The terms of this agreement apply to both the cloud version of Esteamate.co and Esteamate.co software (Enterprise), although some of them apply only to the cloud version or software, as specified below. In addition, some aspects of Esteamate.co may be subject to additional product-specific terms.
2. Under this agreement and during the subscription period, DIGITAL LEGAL Ltd. grants the client a non-transferable, general right to use Esteamate.co and related internal business services of its and its affiliated entities, in accordance with the client's scope of use.
3. Except as expressly permitted by this agreement, the client may not (and may not allow others to):
1. Rent, lease, sell, distribute, or sublicense Esteamate.co or include them in a service offering or outsourcing, except for affiliated entities,
2. Provide access to Esteamate.co to third parties other than users,
3. Impose charges on customers for using Esteamate.co, but the client may charge a general fee for its offerings (in which Esteamate.co is used),
4. Use Esteamate.co to develop competitive products or services,
5. Attempt to access Esteamate.co source code or non-public API interfaces,
6. Modify or create derivative works of Esteamate.co,
7. Interfere with or bypass Esteamate.co usage restrictions,
8. Remove, mask, or modify any notices or attributes in Esteamate.co.
4. The privacy policy applies to the client's use of Esteamate.co and related support and advisory services and is located in the Privacy Policy.
5. The user acknowledges that from the date of acceptance of these Terms and Conditions, they are using the Esteamate.co application under a non-exclusive sublicense agreement with DIGITAL LEGAL Ltd.

Users

1. The client may authorize users to use Esteamate.co in accordance with their purpose and rules of use. The client is responsible for ensuring compliance with this agreement by their users and for all their actions, including placing orders, applications, and using Esteamate.co third-party integrations, and for how users access and use client data.
2. The client must ensure that each user keeps their login credentials confidential and promptly notifies DIGITAL LEGAL Ltd. in case of unauthorized access to login credentials or other unauthorized use of Esteamate.co.
3. Esteamate.co is not intended for individuals under the age of 18. The client is responsible for ensuring that all users are at least 18 years old.

Solutions and Products

1. DIGITAL LEGAL Ltd. may process Client Data to provide Esteamate.co.
2. DIGITAL LEGAL Ltd. has implemented and will maintain an information security program that uses appropriate physical, technical, and organizational measures to protect client data from unauthorized access, destruction, use, modification, or disclosure, as described in the security measures.
3. In appropriate cases, service level commitments for Esteamate.co are specified in this agreement.
4. DIGITAL LEGAL Ltd. is not obligated to monitor client data. However, if DIGITAL LEGAL Ltd. becomes aware that client data may violate the law or the rights of others (including related to a copyright or trademark infringement report), DIGITAL LEGAL Ltd. may:
1. Limit access to or remove relevant client data,
1. Suspend the client's or any user's access to the relevant Esteamate.co,
2. DIGITAL LEGAL Ltd. may also take any such actions if required by law or at the request of a government agency. If feasible, DIGITAL LEGAL Ltd. will give the client an opportunity to resolve the issue before taking such actions.

Products

1. Upon written request from DIGITAL LEGAL Ltd., the Client shall promptly confirm in writing whether the use of Esteamate.co is within the applicable scope of use. DIGITAL LEGAL Ltd. or its authorized agents may monitor the Client's use of Esteamate.co no more frequently than once every twelve (12) months to confirm compliance with the Client's scope of use, provided that DIGITAL LEGAL Ltd. notifies the Client in advance and makes reasonable efforts to minimize disruption to the Client. If the Client exceeds their scope of use, DIGITAL LEGAL Ltd. may invoice for such excess usage, and the Client shall pay DIGITAL LEGAL Ltd. promptly upon receipt of the invoice.
2. Unless otherwise specified in the Order for Esteamate.co, the Client may install up to one production instance of each Esteamate.co included in the Order on systems owned or operated by the Client or its Users.

Client's Obligations

1. The Client must ensure that they have made all necessary disclosures and obtained all necessary rights and consents for DIGITAL LEGAL Ltd. to use the client's data and materials to provide Esteamate.co. The Client is responsible for assessing whether Esteamate.co meets the client's requirements and any regulatory obligations related to the intended use.
2. Unless the parties have entered into an "Enterprise Agreement," the Client may not (and may not allow others to) transmit to Esteamate.co any patient, medical, or other protected health information regulated by applicable laws.
3. This agreement and the terms governing the use of third-party code include open-source software and commercial software located in Esteamate.co and sourced from companies other than DIGITAL LEGAL Ltd.
4. The Client has the option to use various applications, services, or products from other companies that are available through DIGITAL LEGAL Ltd. The use of these products may require the provider to access client data and other information. DIGITAL LEGAL Ltd. may allow such actions on behalf of the client if the client decides to use these products. The terms of use of these products are determined by their providers and not by this agreement. DIGITAL LEGAL Ltd. does not control these products and is not responsible for their operation.

Order Cancellation

1. No order is legally binding unless expressly accepted by DIGITAL LEGAL Ltd., which may be confirmed by sending an email confirmation, providing access to Esteamate.co, or granting the Client a license or access keys. No terms of any purchase order or other business transaction that may be applied by the Client shall take precedence over this Agreement or supplement or otherwise conflict with it.

Billing and Payments

1. If the Client makes a direct purchase from DIGITAL LEGAL Ltd., all fees and payment terms are detailed in the Client's Order with DIGITAL LEGAL Ltd.
2. Unless otherwise specified in the Order and subject to further agreement, the Subscription Term will automatically renew at the current rates of DIGITAL LEGAL Ltd. as follows: if the Client's previous Subscription lasted less than twelve (12) months. Either party has the option to decide not to renew the Subscription Term, provided that notice is given to the other party before the end of the current Subscription Term. The Client must inform about non-renewal through the account settings in Esteamate.co, by contacting the DIGITAL LEGAL Ltd. support team at (app@esteamate.co), or by providing notice to DIGITAL LEGAL Ltd. in another manner.
3. The Client has the option to increase their Scope of Use by placing a new Order or modifying (after agreement with DIGITAL LEGAL Ltd.) an existing Order. Unless otherwise specified in the relevant Order, DIGITAL LEGAL Ltd. will invoice the Client for any increased Scope of Use at the prevailing rates of DIGITAL LEGAL Ltd., pro-rated for the remaining subscription period.
4. All fees and expenses are non-refundable, except as specified in this Agreement. For any purchases made by the Client through a Reseller, any refunds from DIGITAL LEGAL Ltd. that are due to the Client in connection with such purchase will be provided by that Reseller unless otherwise expressly communicated by DIGITAL LEGAL Ltd. at the time of refund.
5. If the Client uses a credit card or similar online payment method for their initial Order, DIGITAL LEGAL Ltd. may charge the same payment method for renewal, additional Orders, excess usage, expenses, and unpaid fees, as applicable.

Taxation of Services

1. Fees and expenses do not include sales, use, value-added, withholding taxes, or similar taxes or charges that may apply to Client orders. Except for net income taxes of DIGITAL LEGAL Ltd., the Client is responsible for any such taxes or charges and shall pay them if clearly specified by DIGITAL LEGAL Ltd. on a separate invoice.
2. Tax Withholding: If tax withholding is required on payments to DIGITAL LEGAL Ltd. in certain jurisdictions, the Client must provide valid documentation confirming the withholding, obtained from the relevant tax authority in those jurisdictions. Such documentation should be provided at the time of payment of the relevant invoice to DIGITAL LEGAL Ltd.
3. Tax Exemption: If the Client claims exemption from any sales tax, VAT, or similar taxes under this Agreement, the Client must provide DIGITAL LEGAL Ltd. with the appropriate tax exemption certificate or tax identification number at the time of placing the order. Upon obtaining a valid exemption certificate, DIGITAL LEGAL Ltd. will not include the relevant taxes on the Client's invoice.
4. Refund Policy: The Client has the right to terminate the Subscription Agreement for Esteamate.co within thirty (30) days from the date of the original order, without stating a reason, by notifying DIGITAL LEGAL Ltd. Upon such termination, DIGITAL LEGAL Ltd. will refund the amount paid for that Esteamate.co according to the relevant order upon the Client's request, which may be submitted through the DIGITAL LEGAL Ltd. account.
5. Suspension for Non-Payment: In case of delayed payment, DIGITAL LEGAL Ltd. may suspend the Client's rights to use Esteamate.co or receive support or advisory services, provided that such suspension is preceded by written notice from DIGITAL LEGAL Ltd. no less than ten (10) days before the planned suspension.

Warranties

1. DIGITAL LEGAL Ltd. warrants to the Client that:
1. Esteamate.co will operate properly and uninterrupted throughout the subscription period.
2. DIGITAL LEGAL Ltd. will not materially diminish the functionality or overall security of Esteamate.co during the subscription period.
3. DIGITAL LEGAL Ltd. will make reasonable efforts to ensure that Esteamate.co, as provided by DIGITAL LEGAL Ltd., are free from viruses, malware, or other malicious code (collectively referred to as "Performance Warranties").
2. In case of a breach of any of the above warranties, and the Client makes a reasonable warranty claim within 30 days of discovering the issue, DIGITAL LEGAL Ltd. will make reasonable efforts to remedy the non-conformity. If it is deemed that an effective remedy cannot be applied, either party may terminate the affected subscription period, and DIGITAL LEGAL Ltd. will refund the Client any prepaid, unused fees for the expired subscription period.
1. These warranties do not cover:
• The extent to which the problem or non-conformity arises from unauthorized use or modification of Esteamate.co by the Client.
• Unsupported versions of Esteamate.co or cloud clients.
• Third-party Esteamate.co.
3. Except as expressly stated in the agreement, Esteamate.co is provided in its current form and state. DIGITAL LEGAL Ltd. makes no other warranties, express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement. DIGITAL LEGAL Ltd. does not warrant that the Client's use of Esteamate.co will be uninterrupted or error-free. Furthermore, DIGITAL LEGAL Ltd. shall not be liable for delays, failures, or problems related to Internet use, electronic communication, or other systems beyond the control of DIGITAL LEGAL Ltd.

Termination

1. This Agreement shall enter into force upon acceptance by the Client and shall remain in effect until all Subscription Terms are terminated.
2. The Client may terminate the Agreement or Subscription Term upon notice for any reason. However, the Client shall not be entitled to a refund of money for exercising rights under this agreement. Upon termination of the agreement, any outstanding amounts for the current Subscription Terms and related service periods shall become due and payable immediately upon such termination.
3. Either party may terminate the Agreement or Subscription Term if the other party:
• Fails to remedy a material breach of this Agreement (including non-payment) within 30 days of receiving notice.
• Ceases business operations without appointing a legal successor.
• Becomes subject to bankruptcy, receivership, trustee process, creditor arrangement, composition, or similar proceedings, or if such proceedings are commenced against that party and are not resolved within 30 days.
4. Upon expiration or termination of this Agreement or Subscription Term:
• The Client's rights to use the relevant Esteamate.co will be suspended.
• The Client must immediately cease access to and use of Esteamate.co.

Ownership

1. Unless otherwise specified in this Agreement, neither party grants the other party any rights or licenses to its intellectual property under this Agreement. In the relationship between the parties, the Client owns the ownership rights to all data and materials provided by DIGITAL LEGAL Ltd. or used within the Esteamate.co platform.
2. DIGITAL LEGAL Ltd. and its licensors retain full intellectual property ownership and other rights to Esteamate.co, any Support and Advisory Services products, and related source code, DIGITAL LEGAL Ltd. technologies, templates, formats, and navigational elements, including any modifications or improvements.

Limitations and Liability

1. Neither party shall be liable for any loss of use, lost data, lost profits, business interruptions, or any other indirect, special, incidental, consequential, or punitive damages arising out of or related to this Agreement, even if they have been advised of the possibility of such damages.
2. Except for excluded claims or special claims, to the extent permitted by law, the total liability of each party arising out of or related to this Agreement shall not exceed the total amount paid by DIGITAL LEGAL Ltd. for Esteamate.co.
3. The Service Provider is liable to the Service Recipient who is not a consumer, regardless of its legal basis, only up to the amount of the last fee paid for using the Website, and in its absence up to the amount of PLN 1,000.00 (one thousand zlotys). The Service Provider is not liable to the Service Recipient who is not a consumer for damages resulting from non-performance of contractual obligations, resulting from force majeure or any other causes beyond the control of the Service Provider.

Confidentiality

1. Confidential information is that which one party discloses to the other under this Agreement and which:
1. is marked by the disclosing party as restricted or confidential,
2. should reasonably be understood to be restricted or confidential due to its nature and the circumstances of its disclosure. Confidential information of DIGITAL LEGAL Ltd. includes all source and technical information or performance-related information about Esteamate.co. Customer Confidential Information includes Customer Data and Customer Materials.
2. Personal data of individuals using Esteamate.co is processed in accordance with the rules specified in the Privacy Policy.
3. If the receiving party has not obtained clear written consent from the disclosing party, it is obliged to:
1. Maintain the confidentiality of confidential information and not disclose it to third parties unless permitted under this Agreement,
2. Use such confidential information solely for the purpose of fulfilling its obligations under the Agreement. However, the receiving party may disclose such information to its employees, agents, contractors, and other individuals who have a legitimate need to access it.
4. The obligation of confidentiality does not apply if:
1. the information becomes publicly available without fault of the receiving party,
2. the receiving party already had access to this information before receiving it under the Agreement,
3. the information was disclosed to third parties without breaching confidentiality obligations,
4. the information was independently developed by the receiving party without using confidential information from the disclosing party.
5. The receiving party may disclose confidential information if required by law, court order, or subpoena. In such a case, if the law allows it, the receiving party must inform the disclosing party in advance and cooperate with it in maintaining confidentiality, with all costs borne by the disclosing party.

Free and Beta Products

1. The Customer may access certain features of Esteamate.co on a free, discounted, trial basis, or as part of an alpha, beta, or early access offer. However, the use of such free access or Beta Esteamate.co is subject to this Agreement and additional terms set by DIGITAL LEGAL Ltd., such as the scope and conditions of use.
2. DIGITAL LEGAL Ltd. reserves the right to terminate or modify free access or Beta Esteamate.co at any time, including the terms of use, without any liability to the Customer. If such modification occurs, the Customer must accept the new terms to continue using free access or Beta Esteamate.co.
3. It should be noted that free accesses or Beta Esteamate.co may be incomplete, contain errors, or features that may not necessarily be released in the future. Information about their features and performance is treated as confidential by DIGITAL LEGAL Ltd.
4. DIGITAL LEGAL Ltd. does not provide any warranties, compensations, service level agreements, or support for free accesses or Beta Esteamate.co, and its total liability to the Customer in connection with them is limited to 100 EURO, in accordance with applicable law.

Feedback

1. If the Customer provides DIGITAL LEGAL Ltd. with feedback or suggestions regarding Esteamate.co or other offerings of DIGITAL LEGAL Ltd., DIGITAL LEGAL Ltd. may freely use such feedback or suggestions without any restrictions or obligations.

Advertising

1. DIGITAL LEGAL Ltd. has the right to identify the Customer as its client in its promotional materials. However, upon the Customer's request sent to the address app@esteamate.co, DIGITAL LEGAL Ltd. will promptly cease such activities.

General Terms

1. Both parties undertake to comply with all legal regulations concerning their activities in the performance of obligations or the use of rights arising from this Agreement.

Assignments

1. Any attempt to transfer or assign this Agreement or Order by the Customer will be invalid.
2. DIGITAL LEGAL Ltd. reserves the right to transfer its rights and obligations under this Agreement (in whole or in part) without the need for the Customer's consent.

Applicable Law and Jurisdiction

1. Agreements entered into by DIGITAL LEGAL Ltd. are in accordance with Polish law and drawn up in Polish. They are subject to Polish law and judicial jurisdiction in Poland.
2. This Agreement shall be governed by Polish law regardless of conflict of law provisions, and both parties accept the jurisdiction of the relevant courts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
3. In matters not regulated by these Regulations, the universally applicable provisions of Polish law shall apply, in particular: the Civil Code; the Act on the provision of electronic services of July 18, 2002 (Journal of Laws of 2019.123, as amended) and other relevant provisions of universally applicable law.

Changes to the Agreement

1. DIGITAL LEGAL Sp. z o. o. may from time to time amend this agreement by providing a modified version on the Esteamate.co website. DIGITAL LEGAL Sp. z o. o. will make reasonable commercial efforts to publish such changes at least thirty (30) days before their effective date.
2. For free subscriptions, changes take effect during the current Subscription Period, as notified by DIGITAL LEGAL Sp. z o. o..
3. For paid subscriptions:
• Except as described below, changes to this Agreement will take effect upon the next Order or renewal, unless either party decides not to renew it,
• DIGITAL LEGAL Sp. z o. o. may determine that modifications will take effect during the current Subscription Period if:
  • They are necessary to comply with legal requirements.
  • They are necessary to reflect updates to the functionality of Esteamate.co or introduce new features of Esteamate.co.
• In case of objection by the Customer, the Customer may terminate the remaining portion of the current Subscription Period for Esteamate.co affected by the change as the sole remedy. To exercise this right, the Customer must notify DIGITAL LEGAL Sp. z o. o. of its intention within thirty (30) days of receiving notice of the modification, after which DIGITAL LEGAL Sp. z o. o. will refund all prepaid fees for the unused period of the relevant Subscription Period.
4. Neither party shall be liable for delays or failure to perform obligations under this Agreement (except for non-payment) caused by events beyond the reasonable control of that party, which occurred without the fault or negligence of that party.
5. DIGITAL LEGAL Sp. z o. o. may use subcontractors or its affiliated entities to fulfill its obligations under this Agreement, but remains responsible for overall performance under this Agreement and for having appropriate written agreements with subcontractors ensuring compliance with DIGITAL LEGAL Sp. z o. o.'s obligations under this Agreement.
6. DIGITAL LEGAL Sp. z o. o. reserves the right to make changes to the Regulations at any time. Failure to object to the amended content of the Regulations implies consent to the changes. In case of objection to the introduced changes, further use of Esteamate.co, application, resources, and functionalities of Esteamate.co will not be possible.