User Agreement for NextGIS Professional Services
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PURCHASING AND/OR USING NEXTGIS PROFESSIONAL SERVICES. BY PURCHASING AND/OR USING NEXTGIS PROFESSIONAL SERVICES, USER SIGNIFIES ITS ASSENT TO AND ACCEPTANCE OF THIS AGREEMENT AND ACKNOWLEDGES IT HAS READ AND UNDERSTANDS THIS AGREEMENT. AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF USER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN IT MUST NOT PURCHASE AND/OR USE NEXTGIS PROFESSIONAL SERVICES.
This User Agreement for NextGIS Professional Services, including all referenced appendices and documents (“User Agreement”), is between NextGIS OÜ (“Administrator”) and the purchaser or user of NextGIS Professional Services who accepts the terms of this Agreement (“User”). The effective date of this Agreement (“Effective Date”) is the earlier of the date that User signs or accepts this Agreement, or the date that User purchases NextGIS Professional Services, or the date that User starts using NextGIS Professional Services.
1.1. NextGIS Professional Services (“Professional Services”, “Services”) – software development and modification services, geodata processing services, consulting services, support services and other related IT services, performed by Administrator.
1.2. Administrator – NextGIS OÜ, incorporated under the laws of Estonia and registered at: Nelgi 31-53, Tallinn 11213 Estonia.
1.3. User – an individual of 16 years old or older, who has obtained NextGIS ID and purchases and uses NextGIS Professional Services in accordance with the present User Agreement. User acting on behalf of another person (an individual or a legal entity) confirms that he/she has the authority to enter into legally binding agreements on behalf of that person. In that case the User Agreement binds both User and the person represented by User.
1.4. Dashboard – a web service available at https://my.nextgis.com and designed for creation and management of User’s account and User’s Orders.
1.5. Order – a list of parameters of the Services, agreed by User and Administrator, including:
- type of Services required (software development, geodata processing, consulting, support, etc.);
- description of software, dataset(s), issue(s) requiring Administrator’s expertise (including Product Specifications in case of software development or modification);
- number of hours required (if applicable);
- delivery date or Services period;
- total price of the Services.
The Order is created electronically via email or via other channels of communication with Administrator (order and payment forms, feedback forms, support system, etc.).
1.6. Product – the software to be developed or modified by Administrator, together with user manuals, other documentation and any other ancillary materials to be developed by Administrator in accordance with Specifications.
1.7. Specifications – the specifications for the Product or for the specific existing or new functionality of the Product.
1.8. Pre-Existing Technology – all routines, methodologies, processes, libraries, tools, technologies or products, including all associated intellectual property rights, owned by Administrator prior to the creation of the Order, and used in the development of the Product.
2. General Terms
2.1. Administrator delivers the Professional Services described in Order and agreed by both Parties.
2.2. User pays for the Services via bank transfer or via online payment systems on the terms of present User Agreement.
2.3. The price of the Services is based on Administrator’s hourly fee, determined by the Order and fixed in the Administrator’s Invoice which is considered to be an integral part of the User Agreement. Administrator’s hourly fee amounts to 50 (fifty) EUR.
2.4. Administrator renders the Services to User during the Services period or by the Delivery date indicated in the Order.
3. Rights and Obligations of the Parties
3.1. Administrator is obligated:
3.1.1. To deliver Services to User in accordance with the present User Agreement, NextGIS Terms of Service, laws of Estonia.
3.1.2. To perform the Services in a timely, professional and competent manner, with all due skill and care, and in accordance with applicable professional standards.
3.1.3. To provide User with all available information regarding delivery of the Services.
3.2. Administrator has a right:
3.2.1. To stop delivery of the Services to User temporarily or altogether:
- during assembling works, repairs, maintenance and testing activities, as well as during failures and outages of any equipment used for providing Services to Users;
- if Administrator learns of any User actions violating laws of Estonia and/or harming Administrator, other users or third parties;
- if User fails to pay for the Services in time;
- in other cases stipulated in this User Agreement, NextGIS Terms of Service, laws of Estonia.
3.2.2. To receive from User all necessary information required for execution of this User Agreement.
3.2.3. To subcontract third parties bearing full responsibility for their actions.
3.2.4. To utilize the User’s logo and associated trademarks as well as a brief scope of services provided, solely for the purpose of marketing Administrator’s services.
3.3. User is obligated:
3.3.1. To pay for the Services in accordance with the present User Agreement
3.3.2. To use Services outcomes in accordance with the present User Agreement, NextGIS Terms of Service, laws of Estonia.
3.4. User has a right:
3.4.1. To receive from Administrator all necessary information regarding delivery of the Services.
3.4.2. To ask Administrator any questions regarding the level and quality of the Services.
4. Termination of User Agreement and Refunds Policy
4.1. This User Agreement may be terminated:
4.1.1. By both Parties agreeing to it, at any time.
4.1.2. By any of the Parties, in case another Party violates terms of this User Agreement or NextGIS Terms of Service, without prior notification of another Party.
4.1.3. By any of the Parties, with prior notification of another Party not less than 10 (ten) days prior to the termination of the User Agreement.
4.2. In case of early termination of User Agreement, if the Services have not been delivered in full, Administrator may refund User’s payments for the undelivered Services. Refunds are made on the basis of User’s request, non-cash only. Refunds can’t be made to third parties. The refunds policy is the same for individual Users and legal entities.
5. Warranties and Liabilities of the Parties
5.1. The Parties shall be liable for the failure to perform or improper performance of their obligations in accordance with the User Agreement.
5.2. Under no circumstances shall Administrator, its contracted providers, officers, agents, or anyone else involved in performance of the Services be liable for any loss of profit or any direct or indirect damage that result from the use of or inability to use the outcome of the Services; or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance which occur outside of Administrator’s control.
5.3. In no case Administrator shall be liable for: а) any actions or failures to act caused by User’s and/or third parties’ actions or failure to act; b) any User’s and/or third parties’ losses irrespective of Administrator’s ability to predict them; c) use of the selected way of payment for the Services (or inability to do so), and all possible consequences of these User actions, as well as use of any means of communication by Users and/or third parties (or their inability to do so).
5.4. In case of delivery of software development and modification services Administrator warrants that: a) the resulting software shall not infringe upon the intellectual property, contractual, or other proprietary or personal rights of any person; b) the Pre-Existing Technology shall be and remain the sole property of Administrator.
5.5. Neither Party will be liable for any delay or failure to meet its obligations under this User Agreement due to circumstances beyond its reasonable control, and the deadline for performance of obligations will be extended for the duration of such circumstances. In the event Administrator is prevented from performing its obligations under this User Agreement due to circumstances beyond its reasonable control, it will as soon as possible (but not later than within 5 (five) working days) notify User about them and about their expected duration via email or by publishing this information at Administrator’s website. Circumstances beyond reasonable control of the Parties include but are not limited to war, riot, insurrection, civil commotion, labor strikes or lockouts, shortages, power outages, fire, flood, earthquake or storm, as well as regulations and actions of government bodies entered into legal force after the Effective date and making performance of obligations under User Agreement impossible. If circumstances beyond reasonable control of the Parties and/or their consequences last more than thirty calendar days in succession, the User Agreement may be terminated at any time by any Party sending written notification to another Party.
5.6. The liability of Administrator for the failure to perform obligations in accordance with this User Agreement may not exceed the Services price.
6.1. This User Agreement is concluded between Administrator and User regarding delivery of NextGIS Professional Services. This User Agreement is made effective for the unlimited period of time and supersedes and replaces any prior agreements between Administrator and User regarding delivery of NextGIS Professional Services.
6.2. This User Agreement and any action related thereto will be governed by the laws of Estonia without regard to the location of User or his/her equipment. All claims arising out of or relating to this User Agreement will be litigated exclusively in the courts located at Administrator’s place of registration.
6.3. In case of any dispute relating to this User Agreement User and Administrator first shall seek to resolve them by conducting talks. If a dispute is not resolved in this way, it shall be resolved using procedure set by the laws of Estonia.
6.4. If it turns out that a particular term of User Agreement is not enforceable, this will not affect any other terms.
6.5. Administrator may modify/update this User Agreement from time to time without giving any prior notice. The most current version of the Terms is available at https://nextgis.com/terms-professional-services. Administrator recommends Users to check this page for updates. By continuing to use NextGIS Professional Services after the User Agreement was modified/updated, User agrees to be bound by the updated User Agreement.
6.6. All questions, notices and claims arising from User Agreement shall be sent:
- to User’s email address indicated in Dashboard or in the Order form, when it is addressed to User,
- to email@example.com when it is addressed to Administrator.
6.7. User and Administrator may at any moment enter into a bilateral Contract governing purchase and use of NextGIS Professional Services. In this case terms of bilateral Contract shall supersede terms of the present User Agreement.
7. Administrator’s details: