Terms of Service

Terms of Service govern your access to and use of the services of Innodia Ltd., a company registered in England and Wales with number 07779992, whose registered office is at 5 London Road SW179JR, London, United Kingdom, hereinafter called "Supplier" or "Innodia".

This document specifies and explains the terms, based on which you can use the online Service, website and software delivered within or in combination with Service (jointly referred to as "Service" or "Centrium"). By using this Service and registering an account you confirm that you have read, you understand and you agree with the terms contained in this document, Data Processing Agreement and our Privacy Policy. When you do not agree with any of the terms of this document, do not register or stop using our Service. This document applies to all visitors of the Supplier’s website or people using the Service provided by the Supplier, hereinafter called the "Customer".

Innodia reserves the right to change the content of this document anytime without notice. Using any new features that expand or improve Service will be automatically – from the moment of its activation – subject to these Terms of Service, without the necessity of another acceptance of the Terms of Service by the Customer. Failure to exercise the right by the Supplier to which he is entitled based on these Terms of Service, does not mean waiving of such right or provision.

Violating of any provision of these Terms of Service can lead to suspension or removal of your Account or termination of the contract.

Change history:
05.25.2018 - changes related to GDPR
07.26.2015 - server location change

Terms of use
1. You have to be a human being (Accounts set up by automatic methods, robots or other software are not allowed).
2. By registering to the Service, you declare that you are at least 18 years old.
3. You have to provide real name, correct and active email address and other information required during the process of registration and granting a license.
4. You are responsible for security of your access credentials (e-mail and password). Innodia is not responsible for losses or damages caused by failure to comply with this provision.
5. You cannot use your account for illegal or forbidden purposes. While using the Service, you cannot violate any rights in accordance with your jurisdiction (including, but not limited to copyrights).
6. When you provide access or in another way enable the use of "Service" in full or in part to any person, including your employees, you undertake to guarantee that all invited users will comply with the provisions of these Terms of Service and you agree that you remain responsible and liable for any actions or neglection of all invited users, in the same extent as for your own actions or neglections.
Payments, invoices and refunds
1. For using the Service, we collect payment in advance, in the beginning of every 30-day billing cycle. Your billing cycle starts on the day of registration. The next cycle will start 30 days later.
2. The first billing cycle, i.e. from the day of registration throughout the period of 30 days (hereinafter called the trial period) is free of charge for any number of users.
3. The use of the Service by one user is always free of charge.
4. Fee for using the Service in a 30-day billing cycle equals a product of the declared number of users, decreased by one user and the current price for 1 according to current pricing available at Supplier's website.
5. You can pay for the usage of Service using PayPal's recurring payments by any methods accepted by PayPal at given time.
6. Innodia reserves the right to remove or suspend your account in the case of delayed or missed payment.
7. Fees for the Service are calculated for every initiated billing period and are not subject to refund. There will not be any refunds for partially used billing cycles, changes of the number of users or for months without usage with billing enabled.
Closing of the account and access to data
1. You have the right to cancel your account at anytime. Cancellation of the account will lead to removal of your data from our servers and its recovery will not be possible.
2. In the case of cancellation of subscription or missed payment, access to your account will be blocked. Your data will be stored up to 3 months. During that period, you will have the right to receive a copy of your data or to delete your account. If we will not receive a payment during this time, stored date may be deleted without notice and its recovery will not be possible.
3. Any data uploaded to the Service will remain the property of the Customer. Innodia will not be reviewing your data during normal operation of the Service. As an exception, Innodia reserves the right to obtain access to your data in order to assure proper operation and maintenance of the Service (including, but not limited to, preventing illegal activities, uploading a file containing viruses or suspicious contents or providing technical support).
Right to refusal
1. Innodia reserves the right to discontinue providing the Service to any person, anytime and for any reason.
Price changes
1. Innodia reserves the right to change prices for usage of the Service without giving a reason. Innodia will notify the Customer about this fact 30 days earlier.
2. In order to assure high quality of service, Innodia reserves the right to change features and options of the Service for any reason (including, but not limited to, legal, technical or business reasons).
3. It is forbidden to modify, change, and hack the Service or modify other website or service, making an impression that it is related to the Service or other Innodia's product.
Support
1. Technical support is provided to users only and exclusively by e-mail – using the adequate e-mail address.
2. Technical support is free of charge.
Source code and data ownership
1. Any data and files uploaded to your account remain your property and you can access them through the Service or by making a backup copy at your request.
2. Innodia does not monitor and is not obligated to monitor uploaded data, but reserves the right to refuse access or to remove data stored in the Service
3. The entire source code of the Service, including its user interface and layout, is the property of Innodia. You cannot duplicate, copy or in another way use in full or in part HTML code, CSS, layout or any other element of the Service without written permission from Innodia.
4. You become aware that Innodia uses services of third parties and hosting partners, who deliver necessary equipment, software, network access, data storage and related technologies necessary to provide the Service.
5. Source code of the Service will not be available to the Customer.
Loss of data and backup copies
1. Innodia won’t be responsible for any loss of Customer's data for any reason, including, but not limited to hacker attacks, equipment errors, application errors or errors resulting from application use.
2. We store all data in a secure hosting facility located in Europe. Data is being backed up daily and before every software update.
Privacy
1. Innodia is obligated to assure privacy of information. Any information provided by the Customer will be used only and exclusively in order to provide the Service.
2. Both parties undertake not to disclose private information acquired throughout duration of this contract, unless such information is available to the public or is common knowledge.
3. In order to fulfill obligations resulting from this contract, both parties can disclose information to their employees or subcontractors, notifying them and imposing confidentiality of revealed information.
Use of Service
1. You undertake not to use the Service to conduct activity that is illegal or that violates the laws of England and Wales or any other rights related to the use of the Internet. In particular, but not limited to:
  1. civil or criminal offences, violation of copyrights and trademarks;
  2. sending, displaying or publication of obscene materials;
  3. any criminal offences contained in the Computer Misuse Act 1990 or similar regulations in any country;
  4. sending, displaying or publication of any defaming, offensive, insulting materials or threats against other people;
  5. sending, displaying or publication of any materials violating any relevant applicable data protection laws, principles and agreements, which are confidential materials or trade secret;
  6. use of the Service that violates rights of any people, organizations or companies;
2. You agree to take responsibility for any claims resulting from violation of the rights described in this article.
Terms of license
1. License for the use of the Service is granted for the next 30 days after commencement of the next billing cycle.
2. Assignment of the license to other entities is not allowed.
3. Any rights, which are not clearly indicated in this contract, remain reserved.
Warranty
1. You are using the Service at your own risk. Service is provided based on the principle "as is" and "when available".
2. Innodia does not guarantee that:
  1. Service will meet your expectations;
  2. Service will work without interruptions; it will be safe and free of errors;
  3. Data received from Service will be accurate and reliable;
Termination of Service
1. Without prejudice to other rights, to which it is entitled:
  1. each of the parties can terminate the contract with immediate effect, when the other party violated any terms of the contract.
  2. one of the parties is not able to pay its liabilities (in accordance with section 123 Insolvency Act 1986), becomes insolvent or is under liquidation.
  3. Verbal, physical or written abuse or insult (or threat) in relation to Innodia or its employees or customers will result in immediate removal of the account and termination of the contract,
2. Innodia reserves the right to delete Customer's account, in particular, when it is necessary to ensure proper operation of the Service for other customers.
3. In the case of Force Majeure making impossible to use or provide the Service, the contract can be terminated in accordance with the provisions described in the article dedicated to Force Majeure.
Responsibility
1. Innodia does not limit its responsibility (when exists) to the following matters:
  1. fraud, or
  2. death or injury of any person caused by negligence.
2. The Customer clearly confirms and agrees that Innodia is not responsible for direct, indirect, accidental, exceptional, consequential and other damages, including, but not limited to loss of profits, favors, possibility of use of data and other related intangible and tangible losses (even when Innodia was notified about a possibility of their occurrence), without relation to the reason of damage occurrence (tort, negligence, violation of the contract, misleading or any other reason).
3. Taking into consideration articles 14.1. and 14.2. full, complete and total responsibility of Innodia in accordance with this contract (regardless of the reason of responsibility) cannot exceed the total amount paid by the Customer during the last 12 months for using the Service.
Prohibited contents
1. Uploading of any prohibited contents can lead to immediate removal of your account. You cannot upload, send, host, make available or popularize contents, including but not limited to:
  1. unwanted e-mails, text messages or "Spam",
  2. Trojans, viruses, worms and other code of destructive nature,
  3. illegal data (including data protected by copyrights),
  4. data that can be categorised as special categories of personal data (revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation) - as defined in GDPR Article 9.
Data protection
1. You acknowledge that as a Customer you are a data controller of the personal data uploaded to Centrium by you, your employees or any other users invited to your account.
2. Innodia acknowledges, to the extent that personal data is processed by us on your behalf, it is acting as a Data Processor processing Personal Data uploaded to the Service by you, your employees or any other users invited to your account.
3. The terms of the Data Processing Agreement shall apply to all Customer Data that we process on your behalf.
4. Information provided during signup or when ordering the Service will be used by us in accordance with the terms of the Privacy Policy.
Intellectual property rights
1. Intellectual property rights in the Service, hardware or software used for providing the Service are and remain the property of Innodia or its license providers.
Force Majeure
1. Obligations of each of the parties, resulting from this contract, can be suspended as a result of occurrence of events that are beyond control of a party. When such reason continues for a period longer than 30 days, it can lead to termination of the contract.
Contracts (Rights of Third Parties) Act 1999
1. Provisions of this contract are not intended to award a person any right to exercise any provision of this contract, which would not be guaranteed by the Contracts (Rights of Third Parties) Act 1999.
Transfer of rights
1. You cannot transfer or assign provisions of this contract without the previous written permission from Innodia. Innodia can transfer, assign all or part of its obligations to another entity.
2. Any misunderstandings between the parties, resulting from this contract, should be reported in writing. Both parties undertake to resolve the conflict amicably within 30 days from its reporting.
Jurisdiction and applicable law
1. This contract is subject to regulations and interpretation of legal regulations binding in the United Kingdom; therefore, each of the parties undertakes to subordinate to exclusive jurisdiction of the courts of England and Wales.
2. When it is confirmed that any article of this contract violates the laws of England and Wales, this article should be treated separately from other clauses, which continue to be valid.
Entire agreement
1. This contract and the website centriumcrm.com in the part, in which it describes prices for the Service, contains full provisions regarding parties of the contract and replaces all previous agreements between the parties of this contract.