General Contractual Terms and Conditions



The Contract concluded between the Parties and the General Contractual Terms and Conditions represents the contractual basis for the provisions of the Services offered by VYING TECHNOLOGIES OU to the USER. These General Contractual Terms and Conditions are Annex to the Agreement and form integral part thereto, all terms provided in capital letters have the meaning assigned to them in these General Contractual Terms and Conditions.



1.Definitions

The following terms written in capital letters will have the following meaning:

VYING
means the Services provider VYING TECHNOLOGIES OU, with registered office in ESTONIA, Harju County, Tallinn town, district Lasnamae linnaosa, Sepapaja tn Street, number 6, VAT code EE101978154, registered with the Trade Register under number 14073161 having e-mail address info@vying.io
The USER
Means the USER of Services as identified under the Contract
The Parties
Means either VYING or the USER and they cumulatively
Contract
Means the agreement signed between the Parties which provides the special terms and conditions applicable to the provision of Services and the Tariff Plan, together with these General Terms and Conditions
Signing Date
Means the date when the Contract is signed by both Parties and is provided in the title of the Contract
Entering into Force Date
Means the date expressly provided for in the Contract from which it will take effect or, if such date is not mentioned, shall mean the Signing Date of the Contract
Addendum
Means the document reflecting any changes or additions to the Contract, including the modification of Service specifications or tariffs applicable to certain sites to be hosted or related to sites already hosted by VYING. Addendum will form an integral part of the Contract
Addendum Signing Date
Means the date when the Addendum is signed by both Parties and is provided in the title of the Addendum. However, the Addendum may expressly provide the entry into force from a date subsequent to the date Addendum Signing Date
Services
Means the hosting of websites and domain name services on servers, services provided by VYING, and the transport of USER’S data to customers and visitors of its site as they were contracted by the USER based on the Contract or the Addendum.
Tariff Plan
Means the price of the Services and the financial terms applicable to each site or dns zone hosted by VYING, and is either a standard plan provided in the Contract, in which case it is established for each site according to the number of hosted sites and reported to the chronological order of their contracting/adding, or is a special plan provided in an Addendum and is applicable only to the particular sites identified. If one or more sites benefit from a special Tariff Plans provided in an Addendum, these sites will not be taken into account when establishing the Tariff Plan applicable to a site based on the Contract that provides standard Tariff Plans. The description of the Tariff Plan contains the Monthly Subscription.
Monthly Subscription fee
Means the monthly fee under the form of a subscription, the amount of which is provided in the specifications of each Tariff Plan, paid for the hosting services of each site together with related support services



2. Provided Services

The object of the contract is the provision by VYING of Services for web hosting and domain name services on servers, and the transport of USER's data to customers and visitors of its site, as they were presented on the website www.vying.io at the date of contracting them.

For the purpose of contracting the Services, the USER will conclude with VYING the Contract (having attached as Annex these General Terms and Conditions) on the basis of which the contractual relationship between the Parties will take place and which will provide the Tariff Plans applicable to the hosting of the USER's websites or zones, depending on the number of hosted sites or zones and the chronological order of their contracting. If the Parties wish to establish or modify the Tariff Plan applicable to a particular site, as an exception to the Tariff Plans provided in the Contract, they will conclude an Addendum to that effect.

After signing the contract the USER will be informed when the zones are registered or websites are online, via email, Skype or WhatsApp.

The USER may benefit from Services for multiple hosted sites or dns zones, each against the Tariff Plan. With each addition of a new website to be hosted by VYING the object the Contract will be considered to be accordingly supplemented at the date of the USER’s request for adding the new site. When ordering the Services in respect to a new site, VYING will send to the USER a notification containing the list of hosted sites (identified by domain name), the chronological order of their contracting, and the applicable Tariff Plan with the specification if it is a special plan compared to the standard Tariff Plans. The invoices issued by VYING to the USER will provide the name of the hosted sites and for each of them the Monthly Subscription Fee. These notifications will automatically become Annexes to the Contract.

Additionally VYING will provide once at the beginning of the hosting services of each website the related setup services (migration and optimization services) of the clients’ websites to be hosted. The USER will provide the necessary data to VYING (details regarding the site and migration) to enable VYING’s access to the site that the USER wants to be migrated, optimized and hosted by VYING. After analyzing the complexity of the site the USER will be informed by email the details, limitations, conditions and estimated period in which the setup of the site (migration and optimization) will be performed, or aspects needed for the functionality of the new site, aspects that do not dependent on and are not in the responsibility of VYING. By accepting these General Terms and Conditions, the USER expressly agrees that VYING will migrate and optimize its sites under these conditions and with these limitations. By providing this information, the USER agrees to expressly and unequivocally consent to the provision of the Services from the Entering into Force Date.

Also, when analyzing the complexity of the USER’s site that is being build(CUSTOM WEBSITE PLAN), VYING reserves the right to request an EXTRA fee, which will be communicated to the USER by e-mail, with the request to give its express consent on its value, otherwise the Services will cease in respect of that site considering that the subject of the Contract can not be achieved. This extra one time fee, will be invoiced on the next invoice issued by VYING to the USER.

At the request of the USER, VYING may also provide information technology consultancy services against a separately agreed hourly tariff, the consultancy activities being detailed on the monthly invoices or the Annexes thereto.

The technical parameters that VYING is committed to complying with, the content and features of the Services are those presented on www.vying.io website at the time of contracting the Services for each site or dns zone. VYING guarantees an uptime of 100% for the public website of the USER. Also, from the guaranteed uptime the maintenance periods will be excluded. The uptime will be monitored using services provided by a specialized third party (e.g. www.uptimerobot.com). The USER will have access to monthly uptime reports. As regards the costs of the Internet service provider required to access the sites hosted by VYING, they are exclusively the responsibility of the USER, and are not part of the service provided by VYING. The services provided by VYING benefit from the warranty conditions provided by the legal provisions in force as well as the warranty conditions in accordance with VYING’s commercial policies.

Hereby the USER is informed about the existence of the codes of conduct, as defined in art. 2 letter f) of Law no. 363/2007 on combating unfair trade practices in dealing with consumers and harmonization of regulations with European legislation on consumer protection. In order to obtain copies of these documents the USER may address VYING via e-mail.



3. Contractual Period

The present contract is concluded for an initial minimum period equal to the number of days remaining until the end of the calendar month in which the Contract was signed plus one full calendar month, except in case the Contract signed between the Parties does not provide otherwise.

Subsequently, the contract period is automatically extended in the same conditions (unless stated otherwise), with periods equal to a calendar month, unless one Party notifies in writing by e-mail to the other Party of its intention not to extend the contract with at least 15 days in case of VYING and 5 days in case of the USER before the current contract period expires. The extension of the contractual period for the next month is contingent on timely payment by the USER of the proforma invoice issued by VYING for the current month and for the month for which the prolongation operates, in the indicated time frame. The extension of the contractual period will apply to all Services of all sites contracted by the USER if the proforma invoice has been paid in full.

The USER expressly agrees that no prior notice will be required to operate the automatic extension of the contractual period.



4. Service Price and Payment Method

The price of the web hosting Services for each site or zone hosted by VYING, is as set out in the applicable Tariff Plan agreed by the Parties. The Tariff Plan applicable to each site or zone hosted will be automatically established at the time of adding a site based on the standard Tariff Plans agreed by the Parties under the Contract, based on the number of sites hosted at that time for that USER and reported in the chronological order of adding the sites. In case the USER renounces to a website/zone or the Services are no longer provided for a website/zone (including as a consequence of non-payment of the USER), the Tariff Plan applicable to the remaining USER’s websites/zones will be automatically modified corresponding to the new number of hosted websites, according to their seniority.

By way of exception, the Parties may agree a special Tariff plan provided for in an Addendum with respect to certain sites and applicable only to those identified sites. If one or more sites benefit from a special Tariff Plans provided in an Addendum, these sites will not be taken into account when establishing the Tariff Plan applicable to a site based on the Contract that provides standard Tariff Plans.

When ordering the Services in respect to an additional site/zone, VYING will send to the USER a notification containing the list of hosted sites/zones (identified by domain name), the chronological order of their contracting, and the applicable Tariff. The invoices issued by VYING to the USER will provide the name of the hosted sites/zones and for each of them the Monthly Subscription Fee, the number of page views recorded in the previous month and reported to them the actual Page Views Fee due. The additional sites/zones added by the USER will be invoiced starting with the next month after the site was added.

The Tariff Plan contains the Monthly Subscription Fee. The Monthly Subscription Fee is only for hosting and support services.Extra services will be invoiced separately after the USER and VYING have agreed upon the Tariff.

On a case-by-case basis, VYING reserves the right to promote special offers to its USERs at the discretion of VYING. These agreements will materialize into Addendum to the Contract.

Payments will be made through bank transfer directly to VYING account or with credit/debit card, based on the proforma invoices issued by VYING. The USER recognizes VYING the right to modify the payment method of the Services with a prior notice to that effect. The invoice issued by VYING to the USER will have the price stated in EUR. If according to the law, VYING has the obligation to charge the USER VAT, in addition to the prices displayed on the website www.vying.io and those stipulated in the Contract or Addendum, the VAT will be invoiced and charged in accordance with the legal provisions from the date of the invoice issuance.

In case expressly specified in the Contract, VYING grants the USER for the first hosted website/zone a free trial period of 2 calendar weeks calculated as of the Signing Date. This time period includes the necessary period for site setup (migration and optimization), thereby ensuring the USER’s right to renounce to VYING services within 14 calendar days of the Signing Date without payment of any costs or penalties.

If during the free trial period, the USER manifests by written notice the desire to give up the VYING Services related to the first hosted site/zone, an invoice with a 0 (zero) balance will be issued, except in the case where during the 14 days period the USER also contracts for the hosting of additional sites, and with respect to these site, the Contract remains in force, in which case a first proforma invoice will be issued for the prices of the sites remaining under the Contract, which will be invoiced starting from the month following that in which the sites were added.

In case no such intention to renounce at VYING’s Services is expressed during this period, the first proforma invoice will be issued until the 5th of the month following the one in which the free trial expires, with the value represented by:
I. a pro-rata amount of the Monthly Subscription Fee, proportional to the number of days remaining between the free trial expiration date and the 1st of the next month
II. the Monthly Subscription Fee for the current month at the date of the proforma issuance.

In case of founded reasons VYING reserves its right to unilaterally modify the content of the Contractual Terms and Conditions, without any prior notice. These modifications will be immediately communicated to the USER and will have immediate application or as of the date indicated for their application. In case the changes refer to the characteristics (including page views, guaranteed uptime etc), the price or execution time of the Services, VYING will notify these changes to the USER with 30 days in advance, which will become applicable as of the next contractual month, the USER having the flexibility to accept the new terms or to decide not to renew the contract following these changes by following the procedure described in Art. III point 2 above. Failure to submit a response is equivalent to the refusal to extend the contract under the new changes.



5. Starting Date

The beginning of Service provision and performing the operations of website setup (migration and optimization of the site) by VYING is done in a maximum of 72 hours as of the moment of the Signing Date, except in case there is another expressed specified date. This term may be extended independently of VYING’s will in the event that the USER does not provide VYING with all the connection data necessary to complete the installation operations.

In order to start using the Services, the USER will be informed via e-mail with respect to the finalization of the set-up process.



6. Rights and Obligations of the Contractual Parties

VYING rights and obligations:

a. VYING ensures to provide their Services to the USER, which under normal conditions, are in compliance with the specifications given in VYING’ offer for that Service at the contracting date, with an uptime provided at Art. 2 point 9 above.
b. VYING will make its best efforts to setup (migrate/install and optimize) the site/zone according to the conditions communicated to the USER together with the value of the “setup fee”, without guaranteeing the entire transfer and functionality of the site in case the transfer and functionality depend on factors external to VYING. In this respect, the USER agrees that certain features can be disabled by VYING as security measures for the USER’s site. In case the migration of the USER’s site is not or cannot be done no “setup fee” is due
c. VYING ensures full confidentiality of the information provided by the USER, in compliance with the Confidentiality Policy, available on www.vying.io.
d. VYING guarantees to take all measures to remedy technical problems that could prevent the normal functioning of the Services and whose remedy is VYING responsibility.
e. VYING has the right to suspend or cease providing Services to USER without any prior notification or other formality and without payment of any compensation or damages if the USER violates the requirements regarding the General Terms and Conditions for Service Usage provided in Section 7 below, or refuses in an unjustified way to offer additional information in the case of suspicion with regard to such violation, or if the termination of Services is necessary to protect VYING network.

The USER declares and guarantees the following:
Is an individual with a minimum age of 18 years, or, depending on the case, is a duly established legal entity, having the capacity to contract services such as those offered by VYING, and the representative of the legal entity that completes the order form and creates the client account on its behalf has the power to validly engage the legal entity

The data and the pieces of information provided in the order form (including the identification data and domicile and fiscal residence) and client account are accurate, complete and real and they will be updated correct and continuously

Agrees that his/her personal data can be processed by VYING and can be used in order to provide the specified Service, for marketing purposes and any other operations necessary for the performance of the contractual relationship and activity within www.vying.io.

In the event that the USER holds the citizenship of another country, he/she has the appropriate capacity required under the legislation of the State of origin for contracting the Services.

Accepts the Contractual Terms and Conditions and is fully responsible for the consequences arising from the use of Services offered by VYING and therefore VYING cannot be held liable for errors arising from his/her negligence.

USER rights and obligations:

a. The USER is obliged to respect accurately the conditions of these Contractual Terms and Conditions and to use the Services according to section VII below “General Terms and Conditions for Service Usage”.

b. The USER is obliged to fully and in a timely manner pay the Services offered by VYING and the amount of the “setup fee”, according to the terms and conditions stipulated in these Contractual Terms and Conditions.

c. The USER is obliged to permanently renew his/her contact and invoice information.

d. The USER is responsible with maintaining his/her account security and is responsible with respect to all activities and operations that occur in his/her account, including with the ones performed by his/her employees or contractual partners.

e. The USER has the right to benefit from the Services according to the contractual standards and to notify VYING with respect to any encountered technical difficulties, which may lead to the impossibility of using the Service according to the contractual conditions.



7. General Terms and Conditions for Services Usage

The USER is forbid from using VYING Services to transmit, destroy or store materials that violate any applicable law, and also undertakes not to violate any trademark, author rights, trade secrets, other intellectual property rights, or other rights of other parties. The USER is not allowed to use the Service in a dishonestly, defamatory, libellous, threatening, or abusive way. In this regard, the USER acknowledges and agrees that VYING is not responsible or liable in any way, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with any violation of intellectual property rights of third parties, the entire loss will be borne by the USER.

VYING will not be held accountable for the material created, stored or available on or through its Services, which is not sent from or at the request of VYING. VYING responsibility on the content of Web pages is limited only to Web pages that belong to VYING.

The USER understands that accessing any material available on the Internet directly or through password authentication, providing personal data, including bank account numbers, credit card number of any type, acceptance of loading applications that automatically install themselves, acceptance of automatic connections towards third parties may prejudice the USER,VYING and/or other third parties.

The content of materials included on www.vying.io and any subdomain of type *. vying.io (texts, images, logos, applications, etc.) is the property of VYING and is protected by the applicable laws in terms of intellectual property. The USER does not have permission to reproduce, modify, copy or use in any other way these materials, without prior written consent of VYING, except strictly for the usage of the Services in accordance with the Contractual Terms and Conditions.

The USER agrees that the entire content of the sites hosted through the Services offered by VYING is owned entirely by the users, and VYING has no control over such sites and information. Therefore, the USER acknowledges and agrees that VYING is not responsible and does not endorse the content, information, advertising, products or materials displayed or available on the USER’s site, the USER acknowledges and agrees that VYING does not hold responsibility or liability, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use in any way of this information, products or materials. The USER agrees to have the entire responsibility for all activities that occur within its website.

Abuse includes, but is not limited to, and the USER shall refrain from:

Transmission of any material that contains viruses, trojan horses, “worms”, “time bombs”, cancelbots, or any other harmful or deleterious programs.
Interfering with or disrupting networks connected to the Services.

Use of a false identity or attempt to mislead the identity of the USER.

Upload, publish, transmit or store information and materials through the Services, which, according to the exclusive opinion of VYING, violate the applicable laws.

Upload, publish, transmit or store information and materials through the Services, which, according to exclusive opinion of VYING are obscene, indecent, defamatory, or could otherwise adversely affect any person or entity.

Upload, publish, transmit or store information and materials through the Services, which, according to the exclusive opinion of VYING infringe any person’s rights, including intellectual property rights, trade secrets, patents, including but not limited to, installation or distribution of counterfeit products or products for which he/she does not hold a license for use.

The USER agrees that in case VYING discovers or has suspicions regarding the performance of any abusive practice, that was produced or that threatens to be produced by the USER, VYING has the right to suspend or limit the access to Services, to cancel the USER’s accounts and to terminate the contract concluded with the USER, without any compensation due to the USER or to any third party. The USER acknowledges and agrees that VYING shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the performance of any abuse from part of the USER, the entire loss being borne by the USER VYING will provide to any interested person a notification form in case of abuse and violation of any third parties’ rights. The USER agrees that VYING may, in its sole discretion, disclose the Internet Protocol address of the USER to the owners of the violated rights who have filed complaints in this respect through the form provided by VYING.



8. Ending the Contract

The present contract is terminated:

I. At the expiration date of the contractual period, in case one of the parties has notified the other party that it no longer desires to extend the contractual period in accordance with Art. 3 paragraph 2.

II. By mutual agreement

III. If the USER is incapable of making payments or in case against him the proceedings of insolvency have started or bankruptcy was declared.

9. Limitation of Liability and Disclaimer of Warranty

The USER recognises and agrees that:

The usage of Services is at the USER’s risk, the Services and the migration and optimisation operations of the site being provided on the basis of the principle “as it is”. VYING does not take any responsibility and does not offer guarantees of any nature, including, but without limiting its self to:

a. Normal marketing guarantees.
b. The Service corresponds to a particular purpose or the USER’s requirements or expectations.
c. The Service will work without interruptions, safe and without any errors, and any software error(s) will be corrected.
d. The results obtained through the usage of the Service will lack in errors.

FURTHERMORE:
Downloading materials and information by using the Services is done at the USER’s risk VYING is not responsible for damages or prejudices caused to the USER as a result of downloading materials.

VYING continuously makes efforts to ensure its systems security, but the security mechanisms built into the system may contain actual limitations, inherent to the security products, which cannot be prevented or removed.

Besides guaranteeing the fulfilment of the technical specifications presented in VYING’ offer for that specific Service at the moment of contract conclusion and an uptime provided under the conditions Art. II point 9 above and Art. X below, VYING cannot be held liable for any prejudice that the USER would put at the expense of malfunction of the Services or the migrated site.

Under no circumstance will VYING be held liable for the malfunction of the Service, of the migrated site or any damage caused thereby, whose causes:

a. Can be attributed to the actions or non-actions of the , of its representatives, employees or third parties employed by the USER.
b. Appears during a maintenance period notified by VYING to the USER
c. Is the result of a suspension or termination of Service, as a result of unpaid invoice or breach by the USER of the Terms and Conditions of the Services Usage mentioned in the present contract.

VYING will not be held liable towards the USER or third parties for any loss, damage, unrealised benefits, losses in profit or any other losses suffered by the USER or third parties, directly or indirectly, as a result of usage or impossibility of use of the Services or the migrated site. However, in all cases the liability of VYING is limited at the value of the Services supplied by VYING during a calendar month.

The USER holds sole responsibility towards VYING or third parties for damages caused by his /her actions, inactions or deeds performed by breaching this contract or the applicable legal provisions. VYING is entitled to request the USER for reimbursement of any and all amounts of money paid as compensation, damages or fines to cover the direct and indirect damages suffered by third parties—paid based on VYING liability caused by abusive, delinquent and fraudulent actions and inactions of the USER.

10. Return Policy and cancellation

Cancel anytime.No questions asked.
Also, in case VYING foresees that it cannot perform the contract and to provide the USER with the Services, it will inform the USER in respect to such circumstance as soon as possible and will refund the amounts already paid by the USER for the Services whose performance could not be made​​ within maximum 7 calendar days. This refund will operate only in case the failure to provide the Services is not due to the USER’s fault.



11. Notifications

All notification will be made in writing and sent to the party to which it is addressed, at VYING e-mail address stated in this contract, or at the e-mail address of the USER mentioned on the first contact, or to the new address previously notified between the parties. In order to avoid any doubt, the parties agree that including the invoices issued by VYING will be send to the USER via e-mail, at the e-mail address mentioned on the first contact.

The USER accepts to notify VYING of any modification regarding the information provided, including but without limitation to identification data, contact data, invoice information, contact persons or any other information necessary for the development of the contractual relationship.

In order to communicate any complaints, notifications VYING makes available to the USER the following e-mail addresses info@vying.io and abuse@vying.io.

The USER gives its express consent regarding the performance of the communications with VYING by e-mail during the entire contractual period.

12. Final clauses.

The present contract is governed by Estonian law and is completed with the Estonian and EU legal provisions in force.

In case of discrepancies between the provisions, the special terms and condition provided under the Contract signed between the Parties shall prevail to these General Contractual Terms and Conditions.

The nullity or unenforceability of any provision of this contract is limited to that provision and does not affect in any way the other contractual provisions. In this case, the Parties involved agree to negotiate in good faith in order to establish a new provision that is not null and void or non-applicable, which will replace the void or unenforceable provision and that is as close as possible to the original intent expressed in the contract.

The information contained in the invoice issued to the USER by VYING, including the identification data of the USER, the details of the contracted Services and the determination of the price are an integral part of this contract. As well as the Annexes and the Addendums hereto.

Any disputes regarding the conclusion, execution, interpretation and termination of this contract the parties shall settle amicably and in case an agreement cannot be reached, the parties can address themselves to the competent Courts of law from VYING’s office. Also, in case the USER is a consumer with his residence in EU, he will have the possibility to address his complaints to the entities for alternative settlement of disputes by following the procedure described on the Online Dispute Resolution European Platform (SOL).

The Contract is concluded via e-mail and is considered to be concluded in Tallinn, Estonia, on the Signing Date of Contract Conclusion.