Terms and conditions
Service Provision Contract
This Service Provision Agreement (the “Agreement”) is entered into (the “Effective Date”) between:
Part 1: HiosHy
Part 2: The user.
To complete this contract and other legal documents, it is necessary to obtain full names, identification data and addresses of both parties.
Términos y definiciones
- Indemnity: Compensation for loss or damage stipulated in the contract and protection against any loss or damage.
- Assignment: Transfer of rights or duties to another party.
- Waiver: Voluntary relinquishment of a legal right or advantage.
- Complete Agreement: A clause stating that the agreement is the complete and final agreement between the parties.
- Agreement: A mutual understanding or agreement between two or more parties that sets out specific obligations, rights and responsibilities.
- Parties: The persons or entities that sign and are bound by the contract.
- Service Provider: The party that offers and will provide the services detailed in the agreement.
- Client: The party that will receive the services provided in the agreement.
- Services: The work or tasks that the service provider agrees to perform for the client.
- Term: The duration for which the contract is in force.
- Payment Terms: Agreed payments that the client makes to the service provider in exchange for its services.
- Confidentiality: A clause restricting both parties from disclosing sensitive information to third parties.
- Breach of Contract: Violation of any of the terms and conditions of the contract.
- Termination: The process in which the service agreement is terminated, including the conditions under which either party may terminate the agreement.
- Liability: Legal responsibility that a party has under the agreement.
- Dispute Resolution: Methods that the parties will use to resolve any disagreement that may arise with respect to the contract.
- Force Majeure: A clause that releases both parties from liability or obligation when an extraordinary event beyond the control of the parties occurs.
- Applicable Law: The body of law of the jurisdiction specified in the contract that will be used to interpret and implement the contract.
Object of the Agreement
Under the agreement, HiosHy, represented by Mr. Sergio Torices, will perform the following services:
- Provision of Different Service Plans: HiosHy will offer four types of service plans, namely Accelerate, Optimize, Enterprise and Tailored, in addition to a free plan. Each of these plans includes different features and benefits to suit a wide range of user needs and preferences.
- Detailed Service Plan Information: HiosHy will provide detailed information on each plan, including pricing, billing cycles, early termination penalties and payment terms. This is essential for potential customers to make informed decisions, ensuring transparency and credibility.
- Contract Termination Guidelines: HiosHy ensures clear guidelines on contract termination, especially for the free plan. The requirements for contract termination will be well documented to ensure a smooth and seamless service termination process for customers.
- Jurisdiction for International Services: The agreement will include detailed information on jurisdiction in Estonia for its international services, covering laws relating to the provision of services, dispute resolution and legal liabilities under Estonian jurisdiction.
- Refund Policy: HiosHy establishes a fair refund policy, providing customers with the flexibility to discontinue service if they are dissatisfied and obtain a refund according to the terms and conditions defined in the agreement, provided minimum periods are met. Fees already paid are non-refundable.
Fees and Payment Procedures
HiosHy customers subscribe to one of the available service plans on a recurring payment basis. Payments can be made on a monthly or annual basis in USA Dolars o Euros.
- Annual Payment Discount: Customers who choose to pay annually will receive a 5% discount on the corresponding plan rate. This discount will only apply if annual payment is chosen at the time of subscription.
- Non-Refundable: All payments made to HiosHy are non-refundable. If a customer decides to cancel their subscription before the end of the contracted period, no refund will be made.
- Provision of Services: Despite cancellation, HiosHy will continue to provide the service until the end of the contracted period.
- Early Cancellation Surcharge on annualised payment: If a customer decides to cancel their subscription before the end of the contracted period, a surcharge will be applied, which will be equivalent to the original plan fee without applying the 5% discount.
Customers are responsible for settling all payments in accordance with the chosen billing cycle. HiosHy reserves the right to modify the prices of its plans, notifying customers of any changes in advance.
Billing Cycle
HiosHy’s billing cycle will run from the 1st to the 5th of each month, providing customers with a clear and predictable structure for managing their payments.
- Contracts before the 15th of the month: If the contracting is done before the 15th of the month, the full payment of the fee corresponding to the chosen plan will be applied, ensuring that the customer has immediate access to the services.
- Contracts after the 15th of the month: If the contract is taken out after the 15th of the month, the monthly fee will be prorated according to the time remaining until the end of the month. This approach ensures that customers only pay for the days of service they will actually receive.
- Payment Methods: Customers will be able to make payments through a variety of methods, including bank transfer, credit card and other digital means as stipulated by HiosHy. It is important that customers keep their payment information up to date to avoid service interruptions.
Taxes
The service plan prices of HiosHy do not include taxes. As a company registered in Estonia, HiosHy applies the current VAT rate of the country, which is currently 20%. Below are the specific cases of VAT application according to the type of client and their tax residence:
Businesses with Tax Residence in the European Union:
- If the company has a valid intra-community VAT number, the VAT applied will be 0%, in accordance with EU tax regulations.
- If the company does not have an intra-community VAT number, Estonia’s 20% VAT will be applied.
Individual Clients in the European Union:
For individual clients with tax residence within the EU, a VAT of 20% will be applied.
Clients with Tax Residence outside the European Union (Businesses and Individuals):
All clients whose tax residence is outside the European Union are exempt from paying VAT and other European taxes. In these cases, the total billed will correspond solely to the price of the selected service plan.
Client’s Tax Responsibility:
Clients are responsible for any additional taxes applicable in their respective jurisdictions and must ensure compliance with their local tax obligations.
Billing and Tax Breakdown:
HiosHy will provide a detailed breakdown of applicable taxes (if any) on each invoice to ensure full transparency.
This section allows clients to understand the tax implications of their subscription and comply with their tax obligations according to their place of tax residence.
Rights and Obligations of the Parties
Responsibility of HiosHy and the user:
Ensure that all details of each of the service plans: Accelerate, Optimize, Enterprise, Tailored and the free plan are clearly defined.
Disclaimer of warranties: Unless explicitly stated in the agreement, HiosHy provides the service ‘as is’ and does not warrant any implied warranties or implied promises.
Limitation of liability: Detail the extent of HiosHy’s liability for damages, losses or any harm caused by the use of its services.
Right to Change Prices and Services: HiosHy shall retain the right to modify, suspend or discontinue service at any time, for any reason, with or without notice.
Penalty Clause: The agreement must detail penalties for early termination, which the customer is obliged to pay.
Such a penalty will occur if and when the customer decides to terminate the contract without cause within the cancellation period. The penalty will be composed of a total of 3 full instalments of the subscribed plan + 100 € or $, in terms of administrative and management costs of such termination of the contract and penalty.
Late payment clause: The agreement must detail penalties for late payment, which the customer is obliged to pay.
Such a late payment clause shall consist of: If the customer is more than 15 days late in the usual payment of the relevantinstalment, a surcharge will be applied to the instalment, set as follows: ECB tax interest at the time of the outstanding instalment shall apply. The interest shall be calculated on the basis of the number of days for which the payment is overdue.
The calculation shall be made as follows:
(ECB annual interest rate in decimals)/360 days) x (principal amount of the instalment) x (days overdue).
Payment Terms: Customers must settle all payments on time, as defined in the agreement. Payment terms may be made by bank transfer, debit or credit card or other digital payment method stipulated by HiosHy.
Cancellation Policy: Procedures and conditions for contract cancellation, particularly for the free plan, must be clarified.
Breach of Agreement: If the customer breaches any term of the agreement, HiosHy has the right to terminate the customer’s access to the services.
Force Majeure: HiosHy cannot be held liable for failure or delay in the performance of its obligations due to circumstances beyond its control.
Compliance with Laws: Both parties must comply with all applicable laws and regulations in connection with the services, including export control laws in Estonia.
Indemnification: Customers shall indemnify HiosHy against claims, damages, losses and expenses arising from breach of the agreement or unauthorised use of the services.
Confidentiality
Since confidentiality is not mentioned in this discussion, please review the following general outline for this aspect:
CONFIDENTIALITY: Each party understands that the other may need to disclose certain confidential information to be used solely for the purpose of developing and maintaining the business relationship governed by this Agreement. Confidential information shall include all data, materials, products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, business plans, financial information and other information disclosed or submitted, whether orally, in writing or by any other means. Confidential information received by the other party shall be held in confidence and treated with the same degree of care as is accorded to its own equivalent confidential information, but in no event less than a reasonable degree of care. Each party shall disclose Confidential Information only to its directors, consultants and legal advisors who have a need to know such information for the purposes set forth herein and who are informed of and agree to the confidentiality obligations contained in this Agreement. Nothing contained in this Agreement shall be construed as conferring or transferring any rights by license or otherwise with respect to any Confidential Information.
Please note that specific confidentiality obligations and rights may be detailed in the specific terms of the contract, which have not been provided in your application. These terms may vary depending on the nature of the relationship, the type of information shared and Estonian law.
Applicable Law
The applicable laws for this contract would be a combination of Estonian law and, potentially, international commercial law or EU law due to the international nature of HiosHy’s business.
In detail:
- Contract Law: According to the Estonian Obligations Act, all terms and conditions of the contract, including payment terms, billing cycles, penalties for early termination, pricing, etc., must be clearly defined in the contract.
- Consumer Protection Act: As this contract seems to be addressed to customers who would use the product, the Estonian Consumer Protection Act and Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 on consumer rights would be applicable.
- Data Protection Act: As it is highly likely that personal data will be processed, the General Data Protection Regulation (GDPR) (EU) 2016/679 will be applicable, as Estonia is a member of the EU.
- Commercial Law: The Estonian Commercial Code regulates economic and commercial activities in Estonia. Since HiosHy has international services, international commercial law might be relevant, especially the UN Convention on Contracts for the International Sale of Goods (CISG), if the other party is also located in a country that has ratified the CISG.
- E-Commerce Regulations: If HiosHy interacts with consumers online or through electronic means, they may need to comply with Directive 2000/31/EC of the European Parliament and of the Council of 8 June 2000 on certain legal aspects of information society services, in particular electronic commerce in the Internal Market, which establishes legal certainty for European businesses and consumers alike.
These legal frameworks should be considered when drafting the contract to ensure that it is legally sound and enforceable.
Termination and Assignment of the Agreement
Duration of Agreement: This agreement is valid for a period of one year from the effective date, after which it will automatically renew for successive one-year periods, unless and until either HiosHy or the customer terminates this agreement in accordance with the termination conditions provided below.
Termination Conditions:
- Termination Without Cause: Either party may terminate the agreement without cause by providing written notice to the other party 30 days prior to the renewal date of the annual period.
- Breach of Agreement: Either party may terminate the agreement immediately in the event of a material breach of the terms by the other party by providing written notice detailing the breach and the actions necessary to remedy the breach.
- Failure to Pay: If the customer fails to make payment within 15 days from the invoice date, HiosHy reserves the right to terminate the agreement.
- Early Cancellation: For early cancellation before the stated period, the terms described in the Penalty clause described in the contract will apply.
Notice of Cancellation: Notices of termination under this agreement must be given in writing and shall be deemed effective upon receipt by the other party. Such notices must be sent by email or courier to the contact designated by both parties in the contract([email protected]).
For the Free Plan*: Users subscribing to the free plan may cancel their subscription at any time, subject to the applicable Terms and Conditions. Upon cancellation, users will no longer have access to the services offered under the free plan. No prior notice is required for such cancellation. To process the cancellation and cancellation of customer data, an email should be sent to: [email protected], with the subject: CANCELLATION OF FREE ACCOUNT AND ‘CUSTOMER’S NAME’. In the body of the email, indicate the contact details to be deleted, such as contact email, name or other details previously provided by Hioshy.