General terms and conditons

Last updated June 21st, 2017

 

Table of contents

I. Definitions

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  1. Unless explicitly stated otherwise within this document, the terms used in the current General Terms and Conditions of SaaS Agreement will be defined as follows:
    1. Provider– "Proznanie" EAD, a joint stock company incorporated and existing under the laws of the Republic of Bulgaria, duly registered in the Commercial Register to the Registry Agency, UIC 201907369, having its seat and registered address at: 1504 Sofia, 36 Shipka str., duly represented by Mr. Mihail Balikov CEO.
    2. Client– an individual or legal entity seeking to use VEDAMO, whose identity is specified in detail in the individual order for use of VEDAMO Service.
    3. User– an individual - end user who has been provided a user account by the Client.
    4. User account– username and password with which the user accesses the service.
    5. Service – the web-service access to online cloud-based e-learning platform VEDAMO and the right to use VEDAMO, during the Subscription period. A detailed description of the e-larning platform VEDAMO could be find here
    6. Order – each individual order of a customer for provision of the Service and conclusion an agreement with the Provider.
    7. VEDAMO– "VEDAMO" is an online-based system for distance education and real-time communication developed by the Provider.
    8. Virtual Class Room– a virtual working space created by a user account.
    9. Subscription period – the prepaid period for subscription and provision of the Service.
    10. Technical requirements and Support policy (provided to the Client upon subscription for the Service)– description of the requirements, guidelines and standards applied in order to ensure the proper functioning of the Service and the measures that the Client and the Provider can adopt to solve any problems that may arise.
    11. Party or Parties– The Provider and the Client.

II. Applicability of the general terms and conditions

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  1. The following General Terms and Conditions of SaaS Agreement regulate the relationship between the Provider and its Clients with regard to the access to online cloud-based e-learning platform VEDAMO and the right of use of the VEDAMO web-based system granted to the Client by the Provider.
  2. The right to use the VEDAMO web-based system is granted by the Provider to the Client on the basis of an Order for subscription to the Service, accepted online by the Client.
  3. The General Terms and Conditions of SaaS Agreement constitute the consent to enter into contractual relationship of the Provider and the Client and shall be binding for both parties.
  4. The SaaS Agreement is deemed concluded upon the simultaneously undertaken of the following actions:
    1. Providing Order details – choosing Service, Subscription period, Support options and Payment method;
    2. Acceptance of the present Terms and Conditions of SaaS Agreement by the Client;
    3. Payment of the Service by the Client for the Order in 4.1.;
    4. Acceptance and confirmation of the details specified in the Order by the Provider and duly issued invoice in electronic format according to the applicable legislation.
  5. The present General Terms and Condistions for SaaS Agreement could be amended upon discretion of the Provider. Thus, for valid agreements, the Provider should inform the Client within 7 (seven)-day term upon their execution. The amendments will come into force and will be binding for the Client, unless the latter explicitly objects within five (5) working days.

III. Granting right of use (license)

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  1. The Provider grants the Client the right to use the web-based system VEDAMO for the Subscription period upon conclusion of the SaaS Agreement and payment of the fee due by the Client.
  2. The fee due for the respective Subscription period agreed between the Provider and the Client is based on the Order of the Client.

IV. User account

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  1. In order to provide access to the Service, the Parties shall perform the following actions:
    1. The Client and the Provider conclude the SaaS Agreement.
    2. The Provider enables the Client to create user accounts.
    3. The Provider reserves the right to request additional information about the Client before granting access to the Service.

V. Technical support

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  1. The Provider shall provide technical support to the Client depending on the Support options choosen in the Order and in accordance with the Technical Requirements and Support Policy.

VI. Training

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  1. The Provider maintains a database of explanatory materials (knowledge base), available to the Client. The specific content and volume of the training that the Provider shall carry depends on the Support options choosen in the Order.

VII. Modifications in Vedamo

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  1. The Provider may at any time update and upgrade the technical functionalities of VEDAMO, as existing at the time of the conclusion of the SaaS Agreement (update), or create new functionalities (add-on). The updated functionalities will be provided to the Client without the payment of additional fees. New functionalities will be provided to Client in return for additional fees agreed between the Provider and the Client separately in written form.

VIII. Term, prices and payment

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  1. The confirmation of the fee payment of the Order by the Provider determines the date of entry into force and term of validity of the SaaS Agreement.
  2. The payment of the Service depends on the details specified in the individual Order.
  3. The Subscription period is prolonged automatically after its expiration with the term of the previously chosen period unless the Client does not request explicitly in written form the termination of the subscription within five (5) days prior to the expiration of the Subscription period.
  4. The payment of the subscription fee is carried out via any of the methods indicated by the Provider and from which the Client opted in the Order.
  5. The Provider declares that it is not involved in the payment transaction and do not store any payment details of the Client.

IX. Rights and obligations of the Client

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  1. The Client is obliged to pay the subscription fee, agreed in the Order.
  2. The Client is obliged to define the terms and conditions for its Users depending on the profile of the latter. In case of any legal requirements (such as declaration for consent of the parents' in case of minors) or administrative procedure needed for the access of its Users to VEDAMO platform, the Client shall perform all necessary actions in order to fully comply with the applicable legislation.
  3. The Client shall ensure all necessary technical conditions for the successful use of the Service, meeting the requirements of the Provider as specified in the Technical Requirements and Support Policy.
  4. The Client guarantees that the software used by him is licensed in accordance with applicable law.
  5. The Client is obliged to use the service personally or through end-users, whom it has provided with user accounts for the purpose of its activities. The Client or the users to whom it has provided user accounts are not allowed to transfer their right to use of the Service to third parties.
  6. In using VEDAMO, the Client represents, warrants and agrees that no materials of any kind submitted through its account or otherwise posted, transmitted, or shared by its Users on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.
  7. The Client agree and declares that its Users will not to use the Service to:
    1. Post content or initiate communications which are unlawful, libelous, abusive, obscene, discriminatory, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable.
    2. Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters" "pyramid schemes" or any other form of solicitation.
    3. Harvest or collect email addresses or other contact information of other users from the Service by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
    4. Use the Service in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Service or the Provider;
    5. Falsely state, impersonate, or otherwise misrepresent User's identity, including but not limited to the use of a pseudonym, upload, post, transmit, share, store or otherwise make publicly available on VEDAMO platform any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers.
    6. Upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; intimidate or harass another;
    7. Post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights.
  8. The Client recognizes the global nature of the Internet, and agrees to comply with all applicable local rules including but not limited to rules regarding online conduct and acceptable content. Specifically, the Client agrees to comply with all applicable laws regarding the transmission of data.
  9. The Client is obliged to comply with all the terms of these General Terms and Conditions of SaaS Agreement and all provision of the law, as well as to ensure the compliance with the aforementioned by all Users to whom it has provided user accounts for access to the Service.
  10. In case of any third-party claims against the Provider against actions of the Clients or its Users, the Clients is obliged to bear all legal, administrative and other costs related to such claims.
  11. In case of default of the Client or its Users with the above provisions, the Provider is entitled to terminate the Agreement without priot notice.

X. Rights and obligations of the Provider

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  1. The Provider undertakes to maintain the web-based system VEDAMO in full functionality and to comply with all the requirements of the applicable law in his operations.
  2. The Provider shall not be responsible for:
    1. any problems and / or interruption of the functioning of VEDAMO which are due to reasons beyond his control.
    2. the functioning of VEDAMO, if the Client has not complied with the technical requirements for installation and operation of the computer systems or the requirements set out in the Technical Requirements and Support policy.
    3. the availability, content, authenticity or security of external websites or other sources of information.
    4. actions, negligence or omissions by the third parties, including but not limited to: providers of telecommunications, computer and internet services, subcontractors or for any errors or omissions on their devices, equipment or systems.
    5. any content posted on VEDAMO platform. The Client is solely responsible for the profiles, comments, messages, notes, text, documents, presentations, videos, animation files, listings, and other content that its Users upload, publish or display on or through the Service, or transmit to or share with other Users.
    6. for any claims of third parties with respect to the content posted on the VEDAMO platform by the Clients.
    7. creating backup copies and replacing any User Content posted or stored on the VEDAMO or provided on VEDAMO platform after expiration of [●] as of the termination of the SaaS Agreement. The Provider is authorized to make such copies upon request of the Client during the term of the SaaS Agreement. The Provider do not claim any ownership of the User Content on VEDAMO platform;
  3. The Provider is entitled to delete or remove (without notice to the Client) any content on VEDAMO platform in its sole discretion, for any reason or no reason, including without limitation content that in the sole judgment of the Provider violates the SaaS Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others.
  4. Notwithstanding the above, the liability of the Provider to the Client, or to any third party, for loss, damage, costs or expenses, for any reason and regardless of the form of the legal action pursued, regardless of whether the case concerns contractual or non-contractual liability, in the case of negligence or not, shall in all cases not exceed the cost of a subscription period fee.

XI. Disclaimer of Warranties

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  1. The Client understands and agrees that VEDAMO service is provided on an “as is” and “as available” basis and that the Provider does not assume any responsibility for prompt or proper delivery, or retention of any User information or communications between Users or between Client and Users. The Provoder assumes no responsibility for the accuracy or existence of any communications between Users or Clients and Users. The Provider expressly disclaims all warranties of any kind, whether expressed or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
  2. Any material downloaded or otherwise obtained through the use of the Service is done at Client's own discretion and risk and that the Client will be solely responsible for any damage to its computer system or loss of data that results from the download of any such material. no advice or information, whether oral or written, obtained by the latter through the platform administrated by the Client.

XII. Confidentiality

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  1. The Provider, the Client and the Users to whom the Client has provided user accounts shall consider as confidential all information exchanged between them in relation to the execution of the SaaS Agreement between the Provider and the Client and shall process such information in good faith, with the Parties obliged to keep such information in confidentiality and to refrain from actions which would breach or damage their reputation and interests. The Client undertakes to ensure the compliance with this obligation by the Users to whom he provides user accounts.

XIII. Protection of personal data

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  1. Upon conclusion of the SaaS Agreement, the Client will give his explicit consent that the Provider can process any data or information, including personal data supplied by the Client, in a manner which it considers necessary for the purposes of the provision of the Service and the performance of the SaaS Agreement.
  2. The Provider declares that its is a registered personal data administrator in the Bulgarian Personal Data Protection Commission and will process all personal datas of its Clients or Users in accordance with the applicable legislation.
  3. The Client and Provider undertake and guarantee that all personal data of Client or third parties, subject to usage of VEDAMO, will be processed only to the extent necessary to provide the Service and conduct online training, in accordance with the Personal Data Protection Act and any other provisions of the applicable law. In that sense, the Client undertakes to ensure the explicit consent of the Users. Per the aforementioned, the Client shall provide the explicit consent of the Users to whom it will provide user accounts.
  4. In case of request of the Client for archive recording of virtual classroom real-time sessions, the Client provides explicit consent of the Users for the recording. In case of minors, the consent should be provided by their parents or giardians. If any other restrictions are required by the applicable legislation regarding minors, the Client is liable to fully comply with them.

XIV. Information exchanged through VEDAMO

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  1. The Client undertakes to comply with all legal requirements in relation to the information provided or exchanged by him via VEDAMO. In particular, it is prohibited to exchange any information of racist or pornographic nature, or containing hate speech, or of another nature that is contradictory to the applicable law, morality or decency. The Client is obliged to provide explicit written agreement from the Users that will be provided with user accounts.

XV. Intellectual property protection

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  1. All intellectual property rights (including the rights over trademarks, copyrights, databases, etc.) on "VEDAMO" and its component parts (including, but not limited to, software, documentation, design, license codes, license files and other materials, including any updates, amendments, decisions reached in the course of work), or contained in or linked to websites of the Provider and the service, are all exclusive property of the Provider.
  2. The Client shall refrain from any act of reproduction, modification, adaptation, distribution, publication, transmission (electronically or otherwise), presentation, transfer to a server, dissemination by radio signal, publishing any material from the internet pages of the Provider and/or related to the VEDAMO program, including text, graphics, compilations, computer programs, codes and/or software in any way or in any form without the explicit prior written consent of the Provider.
  3. Unless there is explicit permission by the Provider, the Client may not use and/or provide to third parties any text or program files of the products subject to these General Terms and Conditions of SaaS Agreement for the purpose of software development or business or to take any other actions that violate or contribute to violating the intellectual property rights of the Provider.
  4. The Provider acknowledges that all intellectual property rights on content created by the Client or any third party and that is exchanged and recorded by VEDAMO, belong to the authors and holders in accordance with the applicable law.

XVI. Suspension of Service

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  1. The provision of the Service is discontinued by termination of access to user accounts provided to the Client:
    1. in case of termination or cancellation of the SaaS Agreement;
    2. in the event of significant or repeated failure to fulfill contractual obligations by the Client;
    3. in other cases, laid down in the present General Terms and Conditions of SaaS Agreement.

XVII. Termination and cancellation of the SaaS Agreement

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  1. The concluded SaaS Agreement shall be terminated in the following cases:
    1. automatically, with the expiration of the term of the Agreement, if it has not been duly renewed;
    2. if any of the parties is declared insolvent or becomes subject to insolvency proceedings;
    3. if the Client does not pay the fee due.
    4. in other cases, determined by the applicable law.
  2. The SaaS Agreement may be terminated by the non-defaulting party in case of default by the other party. The non-defaulting right party shall notify the defaulting one of the termination, with written notice, stating the reason for the termination.
  3. In case for termination of the SaaS Agreement for reasons that are not due to a fault of the Client, the Provider shall refund the Client for the unused Subscription period proportionally.

XVIII. General provisions

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  1. The present General Terms and Conditions of SaaS Agreement and all relationships between the Parties shall be interpreted under the laws of the Republic of Bulgaria.
  2. All disputes relating to the contractual relationship between the Provider and the Client, including those related to their existence, interpretation, validity or termination, if not resolved through mutual negotiations between the Parties within the term of [], shall be resolved by the competent Bulgarian court in Sofia.
    1. (1) The Parties undertake to exchange all messages in writing with recommendation letter or electronically vie e-mails to the addresses specified in the Order for the Client and the confirmation of the Order for the Provider.
    2. (2) Each Party shall be duly informed in writing by the other in case of any change in the above circumstances. The absence of such notification will free the Party of liability for inaccurate messaging under these General Terms and Conditions of SaaS Agreement.

Should you have any questions, you may contact us at:
  (+359) 0700 30039
  info@vedamo.com