{"service":{"name":"Toggl","url":"https://toggl.com/track/legal/terms/","lang":"ENG","sector":"Work","hq":"Estonia","hq_category":"EU","is_public":"Private","is_paid":"Optionally paid","date":"19.04.2021"},"document":{"title":"","text":"Terms of Service\nIntroduction\nThese terms of service describe the rights and obligations of the User and the Supplier in connection with the\nService and form an essential part of a binding contract between them (capitalised words used in this\nintroduction, including the words \"User\", \"Supplier\" and \"Service\", are defined below in section 1.1). If you are\nreading this text, there is a good chance that you may be about to become, or perhaps already are, a User. So\nplease do consider these terms carefully as they are likely to affect your rights and obligations.\nIf you wish to enjoy the Service as a consumer, i.e., a natural person (an individual) acting for purposes outside\nhis or her trade, business, craft or profession, then please pay particular attention to section 3.1 and articles 4\nand 20. You are also advised that, before proceeding to create an account, you should study the documentation\npertaining to the Service (links to which are provided below under the definition of \"Documentation\") and consider\ncarefully whether the Service is likely to meet your requirements, for a consumer's right to withdraw from this\ncontract and the right to withdraw from subscriptions are excluded under article 4.\nYou should bear in mind that, even though certain subscriptions may be available free of charge, the more\nfeature-rich Service Plans are always paid. This means that placing an order for a Service Plan often entails an\nobligation to pay. Please consult the Documentation prior to ordering anything and, when you do place an order,\npay attention to the information displayed upon each step of the procedure to be certain that what you are\nordering is indeed what you desire and that the terms presented are acceptable.\nIf you are not of legal age (which is likely to be the case if you are under 18) or otherwise do not possess full\nactive legal capacity, then the Service is not for you (see section 3.2).\nIf you are associated with a patent assertion entity (also known as a patent troll), please see section 3.3.\nIf you are entering into this Agreement on behalf of a company, organization or another legal entity, you are\nagreeing to this Agreement for that entity and representing to Supplier that you have the authority to bind such\nentity and its affiliates to this Agreement, in which case the terms “Customer,” “Organization Owner“ or a related\ncapitalized term herein shall refer to such entity and its affiliates. If you do not have such authority, or if you do\nnot agree with this Agreement, you must not use or authorize any use of the Services.\nShould you find anything in these Terms that you do not agree with, please do not use any of the Features, close\nyour User Account and remove all Software and other items forming part of the Service from your systems,\ndevices, storage media and repositories.\nRegardless of your purposes and whether you agree with the Terms, please consider the Supplier's Privacy\nPolicy (https://toggl.com/track/legal/privacy). This document describes how, when and why the Supplier collects\ninformation about individuals (including but not limited to customers), how and for what purposes these personal\ndata are processed, who processes them and what rights the individuals have in connection with the data\nconcerning them.\n\n1. Interpretation\n1.1. The following terms, when capitalised, shall have the meanings ascribed to them below:\n\"Agreement\" — the contract between the Parties, comprising the Terms, the Privacy Policy, the Data Protection\nPolicy, the Sub-processor List and such other terms concerning the Service as the Parties may agree to;\n\"Beta Feature\" – a component, property or an aspect of the Service that has not been made commercially\navailable or released to Users other than the ones who have voluntarily opted to participate in beta testing;\n\"Beta Terms\" – Beta Testing Terms of Service, available at https://toggl.com/legal;\n\"Beta Testing User\" – a User who has voluntarily opted to participate in beta testing following the terms and\nconditions set out in Beta Terms;\n\"Customer\" — anyone other than the Supplier that has a User Account. Each Customer is also a User (i.e., a\nparticular type of User) and, unless the context otherwise requires, should interpret the term \"Customer\" as\nreferring specifically to him;\n\"Data Protection Policy\" — the Supplier's data protection policy, available at https://toggl.com/track/legal/data-\nprotection;\n\"Data Subject\" — any natural person (individual) to whom any of the Relevant Data relate;\n\"Documentation\" — the meaning of this term is twofold: (a) where Service usage is concerned (i.e., in the\ntechnical and operational context), it means the current technical documentation and user guidance pertaining to\nthe Software, as published and periodically updated on the Supplier's Software-dedicated website or as the\nSupplier may otherwise from time to time provide, including particularly Software support and knowledge base\narticles (https://support.toggl.com), API documentation (https://github.com/toggl/toggl_api_docs) and notes on\nintegrations (https://www.toggl.com/track/integrations); (b) in the commercial context (i.e., where prices, billing or\npayment are concerned) it means the current information on the prices of Service Plans and the methods of their\ncalculation and payment, as published and periodically updated here: https://toggl.com/track/pricing/, or as the\nSupplier may otherwise from time to time provide;\n\"DPA\" — the data processing agreement at the end of these Terms;\n\"Feature\" — a component, property or an aspect of the Service;\n\"GDPR\" — Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the\nprotection of natural persons with regard to the processing of personal data and on the free movement of such\ndata, and repealing Directive 95/46/EC (General Data Protection Regulation);\n\"Guest User\" — anyone besides the Customer and the Supplier that accesses the Customer's User Account,\nincluding particularly anyone whose respective access has been authorised or caused (whether knowingly or not)\nby the Customer;\n\"Intellectual Property\" — any and all trademarks, service marks, domain names and business names, brands,\nrights pertaining to inventions, designs, databases and proprietary information (including, without limitation, trade\n\nsecrets and know-how), patents, copyrights (including both economic as well as moral rights) and any and all\nother items treated as intellectual property or rights thereof under applicable law;\n\"Organization\" — a logical space in the Service user environment to which all the Customer's Organizations are\nassigned;\n\"Organization Data\" — the data that are stored or otherwise processed in, through or by means of a given\nOrganization, including all such User Data;\n\"Organization Owner\" — the Customer having ultimate responsibility for a given Organization, its contents and all\nactivities (including all data processing) performed in, through or by means of that Organization and\nOrganization(s) assigned to that Organization. Organization Owner is also referred to as the \"Owner\" in these\nTerms.\n\"Party\" — each of the User and the Supplier (collectively, \"the Parties\");\n\"Personal Data\" — any information relating to an identified or identifiable natural person (individual). This term\nhas the same meaning as 'personal data' under the GDPR;\n\"Privacy Policy\" — the Supplier's privacy policy, available at https://toggl.com/track/legal/privacy;\n\"Relevant Data\" — Personal Data that form part of Organization Data;\n\"Representative\" — anyone who represents the User upon his entry into the Agreement or in any transaction\nrelated hereto (e.g., ordering or terminating a Service Plan or amending or terminating the Agreement);\n\"Service\" — depending on the context, either: (a) the Supplier's providing (i) the Software and/or (ii) one or more\nresources or other benefits for use in conjunction with the Software and/or (iii) technical support services\nconcerning the foregoing; or (b) the above items collectively, any of them separately or any combination of any of\nthem, notwithstanding that the item(s) in question may not consist in a service (as, e.g., in the case of locally\ninstallable Software);\n\"Service Plan\" — a subscription, on the terms hereof, to a particular set of Features offered by the Supplier. A\nService Plan may but need not have a specific name, such as, for example, \"Free\", \"Starter\", \"Premium\" or\n\"Enterprise\". The significance of such names, if any, is explained in the Documentation, as are other differences\nbetween Service Plans (such as which Features a given Service Plan includes, what are the main characteristics\nof these Features, the prices of Service Plans and, if relevant, the technical aspects in which Service Plans vary,\ne.g., in terms of their compatibility with third-party items). A Service Plan is required for each Organization and\neach Organization does come with a Service Plan. It is possible to switch from one Service Plan to another,\nthereby adding or removing Features in relation to the Organization;\n\"Software\" — the Supplier's time tracking software (currently branded Toggl) and such other Supplier-developed\ncomputer programs as the Supplier may make available in conjunction therewith, including such patches,\nupdates, upgrades, other modifications and replacements thereof as the Supplier may from time to time provide.\nEach of the foregoing may take the form of an on-demand service, a local installation or a combination thereof;\n\n\"Sub-processor\" — a third party engaged by the Supplier to process Relevant Data in connection with the\nService;\n\"Sub-processor List\" — a list of third parties (sub-processors) who, under their arrangements with the Supplier,\nmay process Relevant Data in connection with the Service. This list is periodically updated and currently\navailable here: https://toggl.com/track/legal/sub-processors;\n\"Subscriber\" — in relation to each Service Plan, the Customer to whom the Service Plan belongs (which usually\nmeans the Customer who ordered the Service Plan unless the same has transferred to another Customer, if\npermitted hereunder);\n\"Supplier\" — either (a) Toggl OÜ, an Estonian private limited company, registered number 11346813,\nestablished and doing business at Toggl OÜ, Tornimäe 5, 2nd floor, Tallinn 10145, Estonia,\nemail support@track.toggl.com, telephone +372 712 1144; or (b) Toggl Inc, a Delaware corporation, file number\n5675394, established and doing business at Suite 403-A, 1013 Centre Road, Wilmington, DE 19805, USA,\nemail support@track.toggl.com, telephone +372 712 1144; as determined under article 2 of the Terms separately\nwith respect to (α) the Agreement in so far as it does not concern any Service Plan specifically or the User acting\nas an Organization Owner; (β) the Parties' relationship in the context of a particular Service Plan; and (γ) the\nParties' relationship in the context of the User acting as an Organization Owner;\n\"Terms\" — these terms of service, including the DPA;\n\"User\" — anyone other than the Supplier that downloads, saves, installs, uses, accesses, interacts with, or is the\nrecipient of the Service or possesses or controls, directly or indirectly, any item that forms part of the Service,\nincluding, without limitation: (a) the Customer; (b) anyone who performs any of the above acts on the Customer's\nbehalf or through his User Account, whether authorised to do so or not; (c) anyone who accesses a resource\n(e.g., visits a web page or retrieves a file, information or other object) that is located on the Service or forms a\npart thereof; (d) anyone with a copy of any Software. Each User should interpret this term as referring specifically\nto him unless the context otherwise requires;\n\"User Account\" — a Service user account whose purpose is to allow its holder to use one or more Features\n(i.e., enjoy the end-user benefits thereof);\n\"User Data\" — any data, including Personal Data, that a User processes (e.g., collects, enters, records, stores,\nalters, arranges, deletes, uses, transmits, discloses or makes available) through a User Account or otherwise by\nmeans of the Service;\n\"Workspace\" — a logical space in the Service user environment where one or more Customers may use the\nFeatures available to them, as further described in the Documentation;\n1.2. In these Terms: (a) the words \"herein\", \"hereto\", \"hereof\", \"hereunder\", \"hereby\" and \"herewith\" refer to the\nAgreement; (b) words denoting a gender or genders are to be construed as referring to all genders appropriate in\nthe context; and (c) save where the context clearly otherwise determines, the word \"item\" means any legal object,\ni.e., anything tangible or intangible (including any electronic object and any right or other benefit) that is capable\nof being the object of a right, duty or a capacity.\n\n1.3. This Agreement constitutes the entire contract between the Parties relating to the subject matter hereof,\nsuperseding all prior agreements and understandings of the Parties concerning that matter. If any provision of the\nAgreement conflicts with any Service-related information provided elsewhere, the provision in the Agreement\nshall prevail.\n2. Parties, Formation of contract, term\n2.1 The identity of the Supplier, i.e., which of the entities specified under the definition of \"Supplier\" the User is\ncontracting with, depends on the type of User and the User's domicile or, upon ordering a paid Service Plan, the\ndomicile of the party paying for the Service Plan, and is determined separately with respect to:\n(a) the Agreement in so far as it does not concern any Service Plan specifically or the User acting as an\nOrganization Owner;\n(b) the Agreement in relation to each Service Plan specifically, i.e., the Parties' relationship in the context of a\nparticular Service Plan; and\n(c) the Agreement in so far as it concerns the rights and obligations of the User as an Organization Owner and\nthe Supplier's corresponding rights and obligations (including their respective rights and obligations under the\nDPA), i.e., the Parties' relationship in the context of the User acting as an Organization Owner.\n2.2 A separate Agreement shall form under each of subsections 2.1(a), 2.1(b) and 2.1(c) as follows:\n(a) where the User, or, in the case of subsection 2.1(b), the person or entity paying for the Service Plan, is\ndomiciled in the United States of America (U.S.), the relevant Agreement shall form between the User and Toggl\nInc as the Supplier;\n(b) where the User, or, in the case of subsection 2.1(b), the person or entity paying for the Service Plan, is\ndomiciled in any jurisdiction other than the U.S. or his domicile cannot be determined, the relevant Agreement\nshall form between the User and Toggl OÜ as the Supplier.\n2.3 Consequently, most Users will have more than one Agreement and the identity of the Supplier in those\nAgreements may but need not be the same. Specifically, as per the rules under sections 2.1 and 2.2:\n(a) each User shall have an Agreement under subsection 2.1(a) with the Toggl entity that corresponds to his\ndomicile according to section 2.2.\nThe Agreement referenced in the first paragraph of this subsection: (α) shall be effective upon the earlier of (i) the\nparty to be identified as the User consenting to the Terms, whether explicitly or impliedly, with implied consent\nbeing deemed to have been given by the performance of any of the acts mentioned in the definition of \"User\",\nand (ii) the said party becoming identifiable by any of the characteristics used in these Terms to define a User or\na Customer (except the attribute \"other than the Supplier\"); (β) is for an indefinite term, continuing in force until\nterminated pursuant to its terms or on statutory grounds, except that certain of its provisions (as identified herein)\nwill survive any termination hereof;\n\n(b) the Subscriber and any User who enjoys any of the benefits of a Service Plan in relation to which he is not the\nSubscriber shall, as respects the given Service Plan, have an Agreement under subsection 2.1(b) with (i) the\nToggl entity corresponding to the Subscriber's domicile, in the case of a free Service Plan, or (ii) in the case of a\npaid Service Plan, the Toggl entity corresponding to the domicile of the payer.\nThe Agreement referenced in the first paragraph of this subsection: (α) between the Supplier and the Subscriber\nshall be effective upon the Supplier's acceptance of the order for the Service Plan, whether explicitly or impliedly,\nwith implied acceptance being deemed to have been given by making the relevant Features available; (β)\nbetween the Supplier and a User other than the Subscriber shall be effective upon any of the Service Plan's\nbenefits becoming available to the User; and, in either case (γ) shall terminate upon (i) a new Agreement being\nmade between the Supplier and a Subscriber under subsection 2.1(b) in relation to the Organization concerned,\ni.e., where the Service Plan pertaining to the Organization is replaced by another, (ii) the expiry of the Service\nPlan, (iii) the User ceasing to be a member of the Organization (in which event the Agreement in question will\nonly terminate in respect of the particular User), (iv) the Organization being closed, or (v) the party paying for the\nService Plan being replaced by another whose domicile, if the Agreement were made anew with him as the\npayer, would, as per point (b)(ii) above, cause the same to form with a Toggl entity other than the current\nSupplier, or the existing payer's domicile being changed respectively; (δ) where point (γ)(v) applies, a new\nAgreement under subsection 2.1(b) shall automatically form with the Toggl entity corresponding to the new\ndomicile of the payer;\n(c) the Organization Owner shall always have an Agreement under subsection 2.1(c) with the Toggl entity having\nissued the Service Plan then-effective in relation to the given Organization, i.e., each time that the Organization\nbecomes subject to an Agreement between the Supplier and a Subscriber under subsections 2.1(b) and 2.3(b) a\nnew Agreement under subsection 2.1(c) shall form between the Organization Owner and the respective Toggl\nentity, with the Owner's previous Agreement under that subsection terminating respectively (and such re-\nestablishment of contract having no effect on the Service).\n2.4 A separate contract is always formed between the Supplier and each User. No User is party to, or a third-\nparty beneficiary or a protected or otherwise interested third party under, another User's contract with the\nSupplier, or can raise any claim based on or in connection with that contract.\n2.5 The Supplier's undertakings with regard to the Service are to the Customer only and no one else may\ndemand, or shall rely on, the Supplier's performance of its respective obligations (or any other obligation that the\nSupplier may have under its Agreement with the Customer).\n3. Special categories of users\n3.1 The Service is for business users, to be enjoyed as a workplace tool. It is not intended for personal or\nhousehold use or any other consumer application. Any natural person (individual) wishing to use any of the\nFeatures for a purpose unrelated to his trade, business, craft or profession must, before obtaining a Service Plan\nfor the respective Feature(s), notify the Supplier that he wishes to use the Service as a consumer. The User's\nfailure to provide such notice will, to the maximum extent permitted by law, result in the following: (a) the User not\nbeing able to rely on being a consumer, i.e., he shall be deemed to have waived the respective right; (b) no\n\nconsumer law applying to the Parties' relations; and (c) the User forfeiting any and all consumer rights hereunder,\nincluding particularly, if applicable, the right to withdraw from the Agreement and the Service Plan in question.\n3.2 As far as natural persons are concerned, the Service is only intended for those who have full active legal\ncapacity. Such capacity is usually attained by becoming of legal age (the age of majority), which commonly\noccurs at the age of 18. Individuals whose active legal capacity is restricted are also restricted from being Users\nand must not perform any of the acts mentioned in the definition of \"User\". The Customer must ensure that any\nnatural person whom he causes to become a User (e.g., by causing the person to access the Customer's User\nAccount or a resource that is located on or forms a part of the Service) has full active legal capacity. Also, each\nnatural-person User and Representative shall, by having assumed the respective role (explicitly or impliedly), be\ndeemed to have represented to the Supplier that he is, and, in the Representative's case, that both he and the\nUser are, at least 18 years old and capable of entering into contracts. The above representation is deemed to be\nmade every time that the person causes himself (and, in the Representative's case, when he causes the User) to\nbe exposed to the Service.\n3.3 Patent assertion entities (also referred to as non-practicing entities or patent trolls), meaning persons or\nentities that derive or seek to derive a substantial part of their revenue from the offensive assertion of patent or\nother intellectual property rights, are generally restricted from being Users and shall not enjoy any of the rights\nthat a Customer is intended to have hereunder, except as otherwise provided in the following part of this section.\nA patent assertion entity and anyone acting on behalf, on the instructions or for the benefit of, or directly or\nindirectly controlling, being controlled by, or under common control with, such an entity is prohibited from being a\nUser and must not perform any of the acts mentioned in the definition of \"User\", save upon the Supplier's prior,\nexplicit and informed consent and the respective person or entity having given such undertakings and\nassurances as the Supplier reasonably may request.\n4. Forfeiture of the right of withdrawal\n4.1 The User hereby requests that the Supplier's performance of the Agreement commence immediately and that\nthe benefits to which the User is entitled hereunder, including, where applicable, the Features authorised under\nhis Service Plan(s), be made available to him immediately. The User acknowledges and agrees that by making\nthe above requests he loses the right (if any) to withdraw from the Agreement and, where applicable, the right to\nwithdraw from the Service Plan(s) in question.\nThe User further requests that the Features to be authorised under any future Service Plan he may obtain be\nmade available to him immediately upon the Service Plan's commencement. The User acknowledges and agrees\nthat by requesting this (and the respective Features becoming available to him) he loses the right, if any, to\nwithdraw from the Service Plan.\n5. Licence\n5.1. Subject to the terms set forth herein, the Supplier grants to the below Party, and the latter accepts, the\nfollowing limited, non-exclusive and restrictedly-transferable right:\n\n(a) to the Subscriber — the right use, during the term of his Service Plan, the Features available under that\nService Plan;\n(b) to the Customer — the right to access and use his User Account during the term hereof in a manner and by\nsuch means as consistent with the Service Plans whose benefits he is entitled to enjoy;\n(c) to the User having a complete end user copy of a Software product — the right to install, store and use the\nrespective Software copy during the term hereof on a device for which it is intended.\nEach of the above rights shall be exercised solely for the respective Party's own internal legitimate purposes and\nnone of these rights shall be sublicensed, assigned, encumbered or otherwise disposed of, save if and to the\nextent otherwise permitted under section 22.1.\n5.2. A User who enjoys the benefits of a Service Plan in relation to which he is not the Subscriber shall, in the\ncontext of that Service Plan, be deemed to be a sub-licensee of the Subscriber. For the avoidance of doubt, the\nbenefits of a Service Plan do not include the rights of an Organization Owner. The rights and obligations\nattaching to the Owner's role cannot be sublicensed or delegated (but they are restrictedly-transferable).\n5.3. The Service is intended for normal end use, respecting the rights, freedoms and legitimate interests of\nothers, and may only be accessed through the interfaces that the Supplier has provided or authorised therefor.\n5.4. Where Documentation is available concerning a particular Feature, the Feature should be used in\naccordance with that Documentation.\n5.5. Reproduction of the Software by persons other than the Supplier is only allowed for the purposes of Software\ninstallation and backup, and only to the extent that such reproduction is necessary for using the Software in\naccordance with this Agreement.\n5.6. As between the Parties, all Service-related Intellectual Property shall vest in, and is retained by, the Supplier.\nThe User shall not acquire any right thereto or otherwise in connection with the Service, except for the limited\nrights of use expressly set forth in this Agreement.\n6. Service\n6.1. The Supplier will use commercially reasonable efforts to provide the Subscriber with the benefit of all\nFeatures authorised under his Service Plan.\n6.2. The level of Service to which the Customer is entitled (including the nature, scope, availability, means of\naccessing and providing and other particulars of the Supplier's Software-related technical support services) may\ndepend on the Service Plan chosen. The Documentation explains in more detail the effects that the selection of a\nService Plan can have on the Service.\n6.3. Unless otherwise provided in the Documentation or specifically agreed between the Customer and the\nSupplier: (a) the Customer may contact the Supplier for technical support at the email address specified in the\ndefinition of \"Supplier\" or by using such error reporting or customer feedback features as may be available via the\n\nService; (b) the Supplier aims to respond to support requests within 24 business hours and endeavours to\nresolve Software errors and Service defects within reasonable time but makes no commitment as to how quickly\nsupport will be provided or such matters will be resolved.\n6.4. The User acknowledges and agrees that:\n(a) the Service (i) has not been designed to meet his specific requirements, (ii) may from time to time suffer\ninterruptions and be occasionally unavailable, (iii) has and will continue to have certain bugs and vulnerabilities,\nand (iv) should not be relied upon in inherently dangerous circumstances;\n(b) the Software, the Service and anything offered or delivered as a part of, in conjunction with, or by means of\nany Feature is provided on an \"as is\" and \"as available\" basis;\n(c) his selection of a Service Plan and use of any of the Features are at his own risk, as are his exposure to,\ndown- and uploading of, as well as transmission, receipt, storage, possession, disclosure and other handling of\ndata, computer programs, software code or other items through or due to the Service.\n6.5. The Service may provide links, references or access to third-party websites, resources or services and the\nlatter may provide the same with respect to the Service. The Supplier is not responsible for the existence or\nqualities (including the availability, reliability and security) of such external sites, resources or services, does not\nendorse them and shall not be liable for any loss, damage, expenses or other undesirable consequences\nattributable thereto.\n6.6. The Supplier has no obligation to enhance, modify or replace any part of the Service, or continue developing\nor releasing new versions thereof.\n6.7. The Supplier may: (a) discontinue the Service or cease providing the same to any Customer on a month's\nnotice; (b) cease providing the Service to any User other than a Customer without notice; (c) suspend or restrict\naccess to the Service for anyone whose payment hereunder is overdue more than 6 days or whose use of the\nService conflicts with the Agreement; (d) suspend, limit or terminate the availability of Features in relation to an\nOrganization whose properties do not conform to its then-current Service Plan (e.g., if there are more members in\nthe Organization than the Service Plan allows) or replace that Service Plan with one to which the Organization\nconforms; and (e) suspend performance under the Agreement in whole or in part with immediate effect if legally\nrequired to do so.\n7. Payment\n7.1. Anyone who orders a Service Plan or permits or causes one to be ordered on his behalf is deemed to have\nagreed to and accepted liability for the payment of all fees and charges associated with the Service Plan, and\nconsented to the same being calculated, billed, revised and adjusted according to the rules that the Supplier has\nestablished therefor (as described in this Agreement and the Documentation). The same applies to anyone who\npermits or causes himself to be designated as a payer for a Service Plan (e.g., by allowing another User to\nspecify him as such upon ordering a Service Plan) or otherwise assumes responsibility for incurring Service Plan\nrelated fees and charges.\n\n7.2. Unless otherwise specifically agreed: (a) Service Plan subscription fees for any billing period will be\ndetermined on a single Organization, number of members in the Organization and a monthly amount per\nOrganization member basis, i.e., for each Service Plan: a specified monthly amount per Organization member\nmultiplied by the number of members in the Organization to which the Service Plan pertains multiplied by the\nnumber of months in the billing period applying to the Service Plan (e.g., if the monthly charge per Organization\nmember is $9, the Organization has five members and the billing period is one year, then the subscription fee for\nthat billing period will be $9*5*12=$540); (b) the billing cycle in relation to a Service Plan is either monthly or\nannual (as chosen upon subscription), starting on the day the Service Plan commences or, if a free trial period\napplies, on the day immediately following the trial; (c) payment for the Service Plan is due in advance by the first\nday of the relevant billing period.\n7.3. Payments for a Service Plan shall be in the agreed currency, using a payment method acceptable to the\nSuppler (which, unless otherwise specified in the Documentation, includes credit card, PayPal and wire transfer).\n7.4. The Supplier may vary the fees, rates and the billing cycle applicable to the Customer's Service Plan upon a\nmonth's notice. If the Customer does not agree with the respective change(s), his sole remedy shall be to cancel\nthe Agreement or the Service Plan in question, with failure to do so signifying his agreement to the change(s).\n7.5. The Supplier's fees are non-refundable. For instance: (a) if the Agreement or a Service Plan is terminated or\nvaried mid-billing period, the Customer will not be entitled to any refund (including any partial refund) as concerns\nthat billing period; (b) payments attributable to future billing periods will not be refunded unless otherwise\nexplicitly agreed.\n7.6. Upon on an upgrade or a downgrade from one paid Service Plan to another the amounts that the Customer\nprepaid for the original Service Plan (i.e., the credit remaining on the relevant subscription) will be applied against\nthe amounts payable for the new Service Plan.\n7.7. The Supplier's fees and rates are exclusive of value added and sales taxes and other public dues (except for\nthose based on the Supplier's income), save where the Supplier has otherwise explicitly stated. The User shall\nbe solely responsible for all public dues that may be levied on his purchase, receipt, import, export, use or\nenjoyment of anything provided hereunder.\n7.8. All sums owed to the Supplier must be paid in full, without deducting any currency conversion or payment-\nrelated charges.\n7.9. The User acknowledges that: (a) his payments are handled by third-party service providers; (b) the Supplier\nis not responsible for these parties or their services and has no liability as concerns payment processing; (c) late\npayment may result in the suspension of Service, restriction of access to certain or all of the Features or the\ntermination of the Agreement.\n7.10. The Supplier may, in its absolute discretion, charge interest on overdue amounts at either 18% per annum\nor the relevant statutory rate, whichever it elects.\n8. User's undertakings\n\n8.1 The Customer must be a person (natural or legal) or an entity with legal capacity.\n8.2 Upon opening a User Account, ordering a Service Plan, becoming an Organization Owner, and otherwise\nwhen transacting with the Supplier, the User shall use his true legal name and provide such true and accurate\ncontact and other information as requested (the Supplier only asks for information that is warranted by the\ncircumstances).\n8.3 The User must comply, and the Customer shall cause each Guest User to comply, with all legal requirements\napplicable to his use of the Service, handling of Organization Data and other activities hereunder (including\nexport control provisions and requirements as to the processing of Personal Data).\n8.4 The User warrants that his User Data and, in the Customer's case, the User Data of Guest Users are lawful\nand acquired properly and that his data processing activities and, in the Customer's case, those of Guest Users\nare legal.\n8.5 The User further warrants that he will not use the Service for sending unsolicited communications or\nuploading, transmitting, delivering, running, controlling or storing harmful code, malware or illegal content, and, in\nthe Customer's case, that no Guest User will do so.\n8.6 If the Supplier reasonably believes that User Data or the User's data processing activities violate the law or\notherwise conflict with the Agreement, it may, in its absolute discretion: (a) ask the User to take such action as\nthe Supplier considers necessary for remedying the matter (which, where feasible and legally permitted, will be\nthe preferred option); or (b) remove, disable, restrict access to, or delete the data concerned without being liable\n(neither to the User nor anyone else) for any loss, damage or other undesirable consequences resulting\ntherefrom.\n8.7 Without prejudice to any of his statutory obligations, the User undertakes that he will not, and the Customer\nfurther undertakes that no Guest User will: (a) interfere with the proper functioning of the Service; (b) impose an\nunreasonable load on the Service or its infrastructure; (c) consume any resource or otherwise use any item\nhereunder in a manner or to an extent that prejudices another User's enjoyment of the Service; (d) reproduce the\nSoftware, except as expressly permitted herein; (e) translate, adapt, arrange or otherwise alter the Software or\nreproduce the results of any such activity; (f) distribute or redistribute, including sell, rent, lease, lend or otherwise\nmake available, the Software (neither the original Software nor any copy thereof) or any other part of the Service;\n(g) decompile, disassemble or otherwise reverse engineer the Software; (h) remove, alter, hide or obscure any\ncopyright notice, trademark or other proprietary rights notice embedded in, appearing on or otherwise pertaining\nto any part of the Service; (i) create or attempt to create any product or service that is substantially similar to, or\nperforms the same or substantially similar functions as, or otherwise competes with any part of the Service, or\npurports to be created, provided or approved by the Supplier or its licensors; or (j) cause anyone else to do any of\nthe foregoing.\n9. Representative's undertakings\n9.1. The Representative personally warrants to the Supplier that: (a) his principal, upon becoming and while\nbeing a Customer, conforms to the description provided in section 8.1; (b) he is authorised to act on the User's\n\nbehalf; and (c) the transactions he makes on the User's behalf, including, if applicable, this Agreement, are\nbinding on the User.\n9.2. The Representative agrees that if he opens a User Account for a principal who does not conform to the\ndescription of section 8.1 or if any transaction he makes on the User's behalf proves to be void due to his lack of\nauthority, he shall, if the Supplier in its absolute discretion so elects and respectively informs the Representative,\nbe deemed to have opened the User Account or, as applicable, entered into the transaction on his own behalf\n(i.e., in place of the principal whom he represented or purported to represent).\n10. User Account\n10.1. The Customer shall be fully responsible for the activity that occurs under his User Account, including all\ndata processing and other acts performed through or by means thereof, and must notify the Supplier promptly\nupon learning of any security breach relating to or unauthorised use of his User Account.\n10.2. It shall be the User's own responsibility to maintain the confidentiality of his usernames, passwords, access\ntokens and similar credentials.\n10.3. The Supplier has no obligation to monitor or access any User Account but may do so if reasonably\nwarranted (e.g., to provide technical support, prevent illegal or harmful activity, perform its duties hereunder or\ncomply with a legal obligation).\n10.4. The Supplier may, in its sole discretion, temporarily or permanently disable, close or restrict access to any\nUser Account that is used for infringing on anyone's Intellectual Property or proprietary or personal rights or to\nperform any of the acts mentioned in section 8.7, and shall not be liable for any loss, damage or other\nundesirable consequences resulting therefrom.\n11. Organization Owner\n11.1. Each Organization must have an Owner, i.e., there must always be a Customer (Organization Owner) who\nis ultimately responsible for the Organization, and it is for the Customers participating in the Organization (the\nmembers thereof) to ensure that an Owner is designated and accepts the pertaining responsibility. Organization\nmembers are jointly and severally liable for their Organization having an Owner and the Owner being a real\nperson (natural or legal) who can be reached at the email and physical addresses specified in the Organization\nas the Owner's details. In the case of sole-member Organizations, i.e., where there is only one Customer to\nwhose User Account the Organization attaches, the responsibility and liability described in this section fall to the\nrespective Customer.\n11.2. The default Organization Owner is the Customer who created the Organization or on whose behalf the\nOrganization was created, but the identity of the Owner can be changed in Organization settings, provided that\nthe Customer to whom the role is to be assigned agrees to assume the same and the requirements of section\n22.1 are complied with.\n\n11.3. Should there be any doubt or dispute as to who created a given Organization, on whose behalf it was\ncreated or who the Organization Owner is, the Supplier is authorised to determine the same, with its respective\ndetermination binding on all parties concerned. For the avoidance of doubt, it is not the Supplier's duty to allocate\nresponsibility or resolve disputes between Organization members and the Supplier will use the above authority\nonly as an ultimate measure in situations where the rights, freedoms, assets or legitimate interests of the Supplier\nor other parties (such as, e.g., Users, data subjects or Intellectual Property owners) are at risk or need to be\ndefended, or where the exercise of such authority is necessary for the performance of the Agreement or to\ncomply with a legal obligation to which the Supplier is subject.\n11.4. Where a Service Plan terminates due to it being replaced by another, so shall the Organization Owner's\nrights and obligations as an Owner with respect to the related Organization, and his role as a Organization Owner\nis re-established in relation to the Supplier having issued the new Service Plan, i.e., the Owner's Agreement\nunder subsection 2.1(c) is automatically replaced as per subsection 2.3(c), without the Service being deemed to\nhave ceased or recommenced by reason thereof. The same applies respectively upon the renewal or reissuance\nof a Service Plan.\n11.5. The Owner shall ensure that Organization Data are lawful and acquired properly and that all data\nprocessing and other activities performed in, through or by means of the Organization are legal.\n12. Data rights\n12.1. The User acknowledges that the rights he has and the control he can exercise in relation to Organization\nData, including the ability to access, process and dispose of the same, are commensurate with his role in the\nOrganization. There may be other Users in the Organization, including but not limited to the Organization Owner,\nwhose status or privileges permit them to enable, disable, limit, suspend or terminate, or whose decisions may\notherwise affect, the User's access to and his rights concerning Organization Data. The same applies in relation\nto the Organization itself, its sub-environments and the Features available in connection therewith. In case\nanother User exercises such power or there is a disagreement concerning anyone's permissions or privileges in\na Organization or rights with respect to Organization Data, it is a matter to be resolved between Users. The\nSupplier has no obligation to intervene, and usually does not intervene, in such disputes and in any event is not\nresponsible for any User's decisions, acts or omissions in relation to, or which affect, another User.\n12.2. As between the Parties, Organization Data belong to the Organization Owner and his instructions as to\nOrganization Data override those of any other User. The User acknowledges this and shall not hold the Supplier\nliable for any undesirable consequences that he or anyone else may suffer due to the Supplier's disposal or\nprocessing of User Data pursuant to the instructions of an Owner other than the User where those User Data\nform part of that Owner's Organization Data.\n12.3. The User, whether an Owner or not, acknowledges and agrees that if an Organization is closed (whomever\nby), then the Supplier has no obligation to maintain or provide Organization Data and may, unless legally\nprohibited, delete the same.\n\n13. Personal Data\nNote on interpretation: the terms 'controller' and 'processor' have the meanings assigned to them in the GDPR.\n13.1. Each of the User and the Representative acknowledges that certain information relating to him is collected\nand otherwise processed by the Supplier or its nominees. Where such information constitutes Personal Data, the\nrespective processing is subject to the Privacy Policy. The Privacy Policy lists a number of purposes for which the\nSupplier may process Personal Data. In the User's and the Representative's case, the processing is largely\nwarranted by the Supplier's preparation and performance of contracts between itself and the User (notably, the\nAgreement and transactions related to the Agreement) and the need to comply with certain legal obligations to\nwhich the Supplier is subject (e.g., obligations arising from legislative or regulatory acts concerning taxation,\naccounting, financial reporting, prevention of terrorism or money laundering, or judicial or administrative process).\nHowever, the purposes of the processing may not be limited to the above. The Privacy Policy gives a more\nthorough account of the purposes for which the Supplier (as a 'controller') processes Personal Data and of other\nmatters concerning such processing\n13.2. The allocation of roles and responsibilities in the processing of Relevant Data is as follows: (a) the\nOrganization Owner is the 'controller' of these data; (b) the Supplier is the 'processor' thereof; (c) a Sub-\nprocessor is also a 'processor' of Relevant Data but one who acts under the Supplier's responsibility (and thus\nenjoys the protection mentioned in section 16.5); (d) any enquiry, request, objection, complaint or demand that\nthe User as a Data Subject may have in connection with such processing (i.e., where the information processed\nrelates to the User) should be addressed to, and resolved by, the Organization Owner (with such assistance from\nthe Supplier as may be necessary and appropriate in light of its role as the 'processor' of the respective\ninformation).\n13.3. The DPA sets out further rights and obligations of the Organization Owner and the Supplier in relation to the\nprocessing referenced in section 13.2.\n14. Contributions\n14.1 With respect to any product of intellectual activity, including any object of Intellectual Property, that is\nsubmitted, contributed or otherwise knowingly made available for inclusion in the Software or any other part of\nthe Service, the Supplier shall be deemed to have been granted a non-exclusive, royalty-free, worldwide,\nperpetual (save as limited by law), irrevocable, freely transferable and fully sublicensable right to use, distribute,\nreproduce, modify, adapt, publish, translate, transmit, publicly perform, display and make available the same (in\nwhole or in part) and to incorporate it into other items, including works and inventions, in any form or medium now\nknown or hereafter developed. Anyone making such a contribution warrants to the Supplier that he is authorised\n\nto do so and that neither he nor any author of any item embedded in his contribution will seek any compensation\nor reimbursement in connection therewith\n15. Disclaimer of warranties\n15.1. Any warranty of the Supplier not expressly stated herein shall be deemed withheld. The Supplier disclaims,\nto the maximum extent permitted by applicable law, all statutory and implied warranties and course of\nperformance, course of dealing and usage related expectations with respect to the Service.\n15.2. Without prejudice to the generality of the foregoing, the Supplier in particular makes no representation and\ngives no warranty or guarantee: (a) that the Service is fit for any particular purpose, accurate, timely, of\nsatisfactory quality, enjoyable, available regardless of, or in any specific, jurisdiction, or non-infringing of third-\nparty rights; (b) that access to or the operation or use of the Service will be uninterrupted, secure or error-free; (c)\nthat any error or defect in the Service will be corrected; (d) that the Service or any means by which it is accessed\nor used is free of malware or other harmful components; (e) with respect to any third-party item; or (f) to anyone\nwho is not a Customer.\n15.3. The Supplier's disclaimers in connection with the Service apply both to the Service as a whole and each\ncomponent thereof.\n16. Limitation of liability\n16.1. To the extent not prohibited by applicable mandatory law, and subject to section 16.2:\n(a) the Service is provided \"as is\" and \"as available\", with all faults and defects; and, in any event\n(b) the Supplier shall not be liable (under any theory of liability), neither to the User nor anyone else, for any\nundesirable consequences, including any loss or damage of whatever nature, whether foreseeable or not and\neven if advised of the danger thereof, that result from (i) any installation, implementation, upgrade, downgrade,\nmodification or customisation of the Software not carried out by the Supplier, (ii) failure to use a Feature in\naccordance with the Documentation, the Agreement or applicable law, (iii) using a Feature in conjunction with an\nitem not provided or approved by the Supplier, (iv) using a third-party item in conjunction with a Feature not in\naccordance with the relevant third-party documentation or instructions, (v) not applying an available fix, patch,\nupdate, service pack or upgrade that would have avoided the harmful event, (vi) inherently dangerous application\nof any of the Features or anything else provided hereunder, (vii) any unauthorised accessing or use of a\nCustomer's User Account or any Organization, (viii) any unauthorised use of any User's credentials, (ix) any\ncommunication received or transaction entered into through or by means of the Service, (x) anyone's statements\nor conduct on any site, page or other medium forming part of the Service, or (xi) anything attributable to anyone\nother than the Supplier;\n(c) where subsection (b) does not apply, the Supplier shall not be liable (under any theory of liability), neither to\nthe User nor anyone else, for any loss of profit, business or opportunity, or any special, consequential, incidental,\n\nindirect, punitive or non-patrimonial loss or damages, whether foreseeable or not and even if advised of the\ndanger thereof. The Supplier may only be held liable for the User's direct financial loss;\n(d) the Supplier's total cumulative liability arising out of, related to, or in connection with this Agreement, the\nService, the Documentation, the processing of Personal Data, or anything else, shall not exceed (i) the total\nfinancial consideration (exclusive of value added and sales taxes and other public dues) that the User paid to the\nSupplier in connection with the Service during the 12 months immediately preceding the month in which the\nliability event (i.e., the event/s or circumstance/s underlying the Supplier's liability) occurred, or (ii) if the User had\nno obligation to make such payments during the period mentioned, then EUR 50 (fifty euros);\n(e) this section is without prejudice to the exclusions and limitations of liability that apply by operation of other\nprovisions hereof.\n16.2. Subsections 16.1(a) – 16.1(d) shall neither exclude nor limit mandatory liability for any: (a) wilful breach by\nthe Supplier of any of its obligations; or (b) death or personal injury caused by a defective item produced by the\nSupplier (mandatory product liability)\n16.3. Neither Party shall be liable for breaching his obligations due to a circumstance that is beyond his control\nand which he reasonably could not have foreseen or avoided and which, or whose consequences, he reasonably\ncannot be expected to overcome, such as, for example, a force of nature, conduct of public authorities, war, civil\nunrest, act of terror, nontrivial cyberattack, failure of a third-party hosting, internet or utility service or any other\ncircumstance qualifying as force majeure under applicable law — to the extent that the respective circumstance\nprevented or hindered the Party's performance. For the avoidance of doubt, this section shall not limit the amount\nof, or excuse the User from paying, any fee or other sum that the User owes hereunder.\n16.4. Nothing herein shall prevent the Supplier from invoking, or otherwise prejudice the Supplier's recourse to,\nany statutory defence, remedy or exclusion or limitation of liability.\n16.5. The protection afforded to the Supplier hereunder, and any statutory protection that the Supplier may enjoy,\nextends to anyone who acts on the Supplier's behalf, exercises its rights or performs its duties or assists the\nSupplier in doing the same.\n17. Indemnification\nThe User shall defend, indemnify and hold harmless the Supplier, its officers, directors, employees, contractors,\nagents and representatives from and against all claims made by and all damages, liabilities, penalties, fines,\ncosts and expenses payable to any third party that arise from the User's or, if the User is a Customer, then his\nown or any Guest User's: (a) breach of any obligation, representation or warranty hereunder; (b) misuse of any\nFeature; or (c) infringement of anyone's Intellectual Property or proprietary or personal rights.\n18. Changes\n\n18.1. The User acknowledges that, from time to time, circumstances may arise that make it necessary or\ndesirable to vary certain provisions of this Agreement. Such circumstances include: (a) the Supplier's launch of a\nnew service or a modification to the Service; (b) a significant change in the Supplier's operating environment; (c)\nan order or a judgment being entered against or in favour of the Supplier; (d) a significant corporate event, such\nas, e.g., the Supplier's merger, acquisition or transformation; (e) the Supplier's transfer of the enterprise or a part\nof the enterprise to which the Agreement pertains; (f) the ambiguity, invalidity, voidability or unenforceability of a\nprovision herein; (g) any other event whose occurrence or expected occurrence in the Supplier's reasonable\njudgment necessitates an amendment hereto.\n18.2. The User agrees that: (a) upon any of the circumstances referenced in the preceding section the Supplier\nmay make such changes to the Agreement as it reasonably deems appropriate; (b) the Supplier may amend the\nAgreement as follows: (i) if the User is a Customer, then by providing him with the revised text of the Agreement\nor the revised part thereof or with a URL specifying a location where the same is available on the internet, or (ii) if\nthe User is not a Customer, then by any of the means described in point (i) or by posting the revised text of the\nAgreement or the revised part thereof on such page of the Supplier's website as then used for publishing\nmaterials such as the Terms; (c) if he is a Customer and the revised version of the Agreement substantially\nreduces his rights or increases his responsibilities, the Supplier will give him reasonable notice of such new\nversion's entry into force.\n18.3. Notwithstanding anything herein to the contrary, the Supplier may modify the Service or any part thereof at\nany time and for any reason, with or without notice. Unless otherwise expressly agreed, the use of any new\nfeatures, versions, releases, updates or other modifications that the Supplier may make available in connection\nwith the Service shall be subject to the Agreement. The User's continued use of the Service after any such\nmodification shall constitute his consent to the respective modification(s).\n18.4. if the User does not agree with the Supplier's changes (whether to the Agreement or the Service), his sole\nremedy shall be to terminate the Agreement and stop using all Features.\n19. Termination\n19.1. In this article, the term \"Agreement\" means the Agreement referenced in subsection 2.1(a) and words such\nas \"herein\", \"hereto\", \"hereof\" and \"hereunder\" refer to that Agreement, unless otherwise specified.\n19.2. The Agreement between the Supplier and a Customer can only be terminated by closing the Customer's\nUser Account. For the avoidance of doubt, where the Customer has more than one User Account, closing an\naccount will only terminate the Agreement pertaining to that account.\n19.3. The Agreement between the Supplier and a User other than a Customer can be terminated by notice to the\nother Party or, if giving notice to the User is impracticable or would result in unreasonable delay or expense, then\nby the Supplier's ceasing all activities hereunder, except those which are necessary for providing the Service to\nanother User, the protection or enforcement of the Supplier's or other parties' rights, freedoms or legitimate\ninterests, the exercise of the Supplier's statutory rights or freedoms, or to comply with a legal obligation.\n\n19.4. To close his User Account, the Customer must log in to the account, choose \"close account\" under \"profile\nsettings\" and confirm that he wishes the account to be closed. However, it should be appreciated that Features\n(including the appearance, titles and location of menus, tabs, fields, buttons, icons and other objects displayed on\nthe Service) are subject to change, meaning that the steps required of the Customer to close his User Account\nmay vary from time to time. The Supplier will endeavour to keep this procedure as straightforward as possible\nand will update the Documentation if any changes are made thereto. If the Customer has difficulties closing his\nUser Account, he should contact the Supplier and follow its instructions.\n19.5. Either Party may close the Customer's User Account and shall by so doing be deemed to have terminated\nthe Agreement (which, in the civil law context, means 'cancellation', not 'withdrawal'), effective upon the closure\nof the account, provided that: (a) if the User Account is closed by the Supplier, the Customer must be given at\nleast a month's notice thereof (unless section 19.6 or 20.5 applies or the User Account is closed at the\nCustomer's request); and (b) where the User Account is closed by a Party entitled to withdraw from the\nAgreement, such Party has failed to notify the other that by closing the User Account he is exercising his right to\nwithdraw (which notice must be served prior to or concurrently with closing the User Account and shall result in\nthe Agreement being deemed to have been terminated by withdrawal).\n19.6. Upon a Party's material breach of Agreement the other Party may terminate the Agreement forthwith.\nWithout prejudice to any statutory provision as to what constitutes a material breach, such a breach hereof shall\nbe deemed to have occurred if a Party, having breached any of his principal obligations hereunder or under the\nAgreement referenced in subsection 2.1(b), fails to discontinue or remedy such breach within 14 days (or, where\nexceptional circumstances render this period unreasonably short, such longer time as reasonably required) after\nnotice from the other Party specifying the breach and requiring it to be discontinued or remedied.\n19.7. Any termination hereof will terminate all Agreements that the User may have under subsection 2.1(b),\nexcept that, if the User is a Customer with more than one User Account, the termination will not affect his\nAgreements under subsection 2.1(b) in relation to Service Plans whose benefits he is entitled to enjoy by reason\nof a User Account other than the one being closed.\n19.8. The termination of a Service Plan terminates the related Agreement under subsection 2.1(b).\n19.9. The Agreement under subsection 2.1(c) will only terminate as described in subsection 2.3(c) (with\nautomatic re-establishment of contract) or upon the relevant Organization being closed, and is incapable of being\nterminated otherwise. Instructions on how to close an Organization are provided in the Documentation.\n20. Consumer withdrawal\nNotes on the application of this article: (a) the provisions of this article only apply if and to the extent that the\nforfeiture of the right of withdrawal under article 4 (i.e., the consumer's forfeiture of his right to withdraw from the\nAgreement and Service Plans) proves to be void; (b) insofar as permitted by law, the application of this article is\nsubject to the Subscriber having notified the Supplier as per section 3.1 that he wishes to use the Service as a\nconsumer; (c) if a provision of this article applies and conflicts with another provision located elsewhere in the\nAgreement, it prevails over that other provision.\n\n20.1. If the Subscriber is a consumer and acted as such upon acquiring a Service Plan, he may withdraw from\nthe Service Plan within 14 days without giving any reason. The withdrawal period will expire after 14 days from\nthe commencement of the Service Plan (which, if the Service Plan is subject to a free trial period, coincides with\nthe commencement of the trial). To meet the withdrawal deadline, it is sufficient for the Subscriber to send his\ncommunication concerning his exercise of the right of withdrawal before the withdrawal period has expired.\n20.2. To exercise the right of withdrawal, the Subscriber must inform the Supplier (i.e., the Toggl entity having\nissued the Service Plan concerned) of his decision to withdraw from the Service Plan by an unequivocal\nstatement (e.g., a letter sent by post or email to the appropriate address specified under the definition of\n\"Supplier\"). The Subscriber may use the following model withdrawal form, but it is not obligatory:\nTo Toggl OÜ, Tornimäe 5, 2nd floor, Tallinn 10145, Estonia, support@toggl.com [or] To Toggl Inc, Suite 403-A,\n1013 Centre Road, Wilmington, DE 19805, USA, support@toggl.com [choose the appropriate entity and delete\nthe brackets along with their contents]\nI hereby give notice that I withdraw from my contract for the provision of the following service: my Service Plan\ntitled \"[replace these brackets and their contents with the name of the Service Plan]\", ordered on [replace these\nbrackets and their contents with the date of the order].\nName of consumer: [replace these brackets and their contents with the Subscriber's name]\nAddress of consumer: [replace these brackets and their contents with the Subscriber's postal address if the\nwithdrawal notice is sent by post or the Subscriber's email address if the notice is sent by email]\nSignature of consumer (only if this notice is on paper): [delete these brackets along with their contents; if the\nwithdrawal notice is on paper, the Subscriber's signature must be placed here]\nDate: [replace these brackets and their contents with the date of the withdrawal notice]\n20.3. If the Subscriber's withdrawal from a Service Plan would result in the relevant Organization being left with\nno Service Plan, the Organization must be closed. In such a case, the Subscriber's statement under section 20.2\nshall be accompanied by his closing the respective Organization (instructions on how to do that are provided in\nthe Documentation). Should the Subscriber fail to close the Organization as required under this section, it may be\nclosed by the Supplier (in its absolute discretion and without any notice), and the Supplier shall not be liable\n(neither to the Subscriber nor anyone else) for any loss, damage or other undesirable consequences resulting\ntherefrom\n20.4. If the Subscriber's withdrawal from a Service Plan would result in there being no Service Plan associated\nwith the Subscriber's User Account, the statement under section 20.2 shall be accompanied by the Subscriber's\nclosing his User Account as described in section 19.4. In such a case, the Agreement referenced in subsection\n2.1(a) will terminate along with the Service Plan.\n20.5. Where section 20.4 applies and the Subscriber fails to close his User Account as required under that\nsection, the Supplier may, in its absolute discretion, close the Subscriber's User Account in his stead and shall by\nso doing be deemed to have terminated the Agreement referenced in subsection 2.1(a). No notice of User\nAccount closure or Agreement termination shall be required in such a case and the Supplier shall not be liable\n\n(neither to the Subscriber nor anyone else) for any loss, damage or other undesirable consequences that may\nresult from such closure or termination.\n20.6. If the Subscriber withdraws from a Service Plan, the Supplier shall reimburse to him all payments received\nfrom the Subscriber for that Service Plan (less the amount referenced in section 20.7), including, if applicable, the\ncosts of delivery (with the exception of the supplementary costs resulting from the Subscriber's choice of a type\nof delivery other than the least expensive type of standard delivery offered by the Supplier), without undue delay\nand in any event not later than 14 days from the day on which the Supplier is informed of the Subscriber's\ndecision to withdraw from the Service Plan. The reimbursement will be effected by the same means of payment\nas the Subscriber used for the initial transaction, unless the Subscriber has expressly agreed otherwise. In any\nevent, the Subscriber will not incur any fees as a result of such reimbursement.\n20.7. The Subscriber acknowledges and agrees that by reason of his requests under article 4 (causing the\nSupplier's performance of the Agreement to commence immediately and the benefits of Service Plans to become\navailable during the withdrawal period) the reimbursement under section 20.6 will be reduced by an amount\nproportionate to what has been provided under the Service Plan until the Subscriber's withdrawal therefrom (as\ncompared to the full coverage of the Service Plan). The amount of the reduction shall be determined based on\nthe total price of the Service Plan, i.e., the price charged for the whole relevant billing period.\n21. Effects of termination\n21.1. The User understands and agrees that upon any termination of this Agreement: (a) all his rights hereunder\nwill terminate and he must cease all activities authorised by the Agreement; (b) all amounts that the Supplier is\nentitled to be paid hereunder become due, except sums that already are; (c) in case the termination concerns the\nAgreement referenced in subsection 2.1(a), all his User Data and other information associated with his User\nAccount and the Organizations pertaining to, or in which he participates through, that account may be deleted or\nbecome unavailable to him; (d) insofar as relevant hereto, he will receive no refund or other compensation for any\nunused time or credit on a subscription, for any licence or subscription fee, any data associated with any User\nAccount or Organization, or for anything else; (e) all his Software-related obligations hereunder will survive until\nhe fully and permanently removes all Software from his systems, devices, storage media and repositories; (f) the\npreceding subsection applies respectively in relation to any item that forms part of the Service and which the\nUser retains after the termination hereof.\n21.2. Those provisions of the Agreement that either by express language or reasonable construction are intended\nto survive its termination (such as, e.g., provisions concerning Service-related Intellectual Property, contributions\nto the Service, disclaimers, limitation of liability, indemnities, choice of law and jurisdiction) shall so survive and\nwill be enforceable notwithstanding any termination hereof.\n22. Assignment, other disposals\nWith regard to assignment, sublicensing and other disposals, the Parties have agreed that:\n\n22.1. The User shall not, without the Supplier's prior explicit consent, sublicense, assign, encumber or otherwise\ndispose of any of his rights or obligations hereunder, except that the User may, without seeking the Supplier's\nconsent: (a) dispose of his financial claims, i.e., claims whose sole object is the payment of money to the User;\n(b) assign this Agreement, i.e., all his rights and obligations hereunder, or cause the same to be transferred, as\npart of the User's general succession (including merger, acquisition and transformation), division, transfer of the\nenterprise (or a substantial, coherent part of the enterprise) to which the Agreement pertains or divestiture of all\nor substantially all of his assets as a whole, provided, however, that (i) where the User is a Customer, his\nAgreement under subsection 2.1(a) cannot be transferred without the User Account it governs (that Agreement\nand the related User Account are inseparable) and his Agreements under subsections 2.1(b) and 2.1(c) are only\ntransferable to another Customer participating in the Organization concerned with user privileges permitting that\nother Customer to assume the relevant role (Subscriber, Owner or the transferor's peer), and (ii) in the case of\nAgreements under subsections 2.1(a) and 2.1(b), the domiciles of all relevant parties are such that if the\nAgreement, instead of it being transferred, were made anew between the Supplier and the transferee, the identity\nof the Supplier, as determined under article 2, would be the same as in the original Agreement; (c) where the\nUser is a Subscriber, permit other Users to enjoy the Features available under his Service Plan as sub-licensees,\nbut only such of these Features and solely in such manner and to such extent as necessary for the exercise of\nthose other Users' rights hereunder; and (d) where the User is an Organization Owner, assign that role, i.e., his\nAgreement under subsection 2.1(c), to another Customer participating in the Organization concerned with user\nprivileges permitting that other Customer to assume the Owner's role;\n22.2. The Supplier may: (a) sublicense, assign, encumber and otherwise dispose of any and all of its rights\nhereunder; and (b) assign this Agreement, i.e., all its rights and obligations hereunder, or cause the same to be\ntransferred: (i) to its parent, any of its wholly- or majority-owned subsidiaries or a wholly- or majority-owned\nsubsidiary of its parent; or (ii) to another entity specified in the definition of \"Supplier\"; or (iii) as part of the\nSupplier's general succession (including merger, acquisition and transformation), division, transfer of the\nenterprise (or a substantial, coherent part of the enterprise) to which the Agreement pertains or divestiture of all\nor substantially all of its assets as a whole; or (iv) due to the Supplier ceasing to hold rights in the Software or the\nService;\n22.3. Where a Party's consent is required, it shall not be unreasonably withheld or delayed.\n23. Notices\n23.1 The Supplier may give notice to the User: (a) through a Feature, e.g., by posting the notice on a web page\nthat forms part of the Service or using a messaging feature of a locally installed Software application; (b) by email\nto the address associated with his User Account; or (c) by mail or courier to the address provided for that User\nunder Organization Owner's details.\n23.2. All notices, requests, enquiries, complaints and other communications to the Supplier should be sent to the\nappropriate email or postal address specified under the definition of \"Supplier\".\n23.3. A notice shall be deemed to have been received: (a) the same day if given through a Feature; (b) the next\nday if given by email; or (c) in the case of a notice sent by mail or courier, and providing that delivery charges\n\nhave been paid, five days after posting or the courier taking charge of the notice.\n24. Law, jurisdiction\n24.1. The law applicable to the Agreement and the Parties' relations, the venue for resolving disputes and the\nforum competent to hear such disputes depend on the identity of the Supplier, i.e., which of the entities specified\nunder the definition of \"Supplier\" the User contracted with (as determined under article 2).\n24.2. Where the Agreement is between the User and Toggl OÜ:\n(a) the Agreement, the Parties' relations and all matters concerning the Service shall be governed by Estonian\nlaw, without the United Nations Convention on Contracts for the International Sale of Goods applying to any of\nthe foregoing;\n(b) all disputes arising from or otherwise concerning the Agreement or the Service (including disputes concerning\nthe formation or validity hereof) shall be resolved by arbitration as follows: (i) the matter shall be arbitrated by the\nArbitration Court of the Estonian Chamber of Commerce and Industry (ACECCI); (ii) the proceedings shall be\nconducted in accordance with the ACECCI's then-current arbitration rules; (iii) the seat of arbitration shall be\nTallinn, Estonia; and (iv) any decision (order, judgment or other) that the ACECCI may deliver in such a dispute\nshall be enforceable in all jurisdictions. Each Party hereby irrevocably submits to the ACECCI's jurisdiction and\nwaives any and all objections it may have thereto;\n(c) if the above agreement as respects arbitration proves to be void or unenforceable, all disputes to which it was\nintended to apply shall be subject to the exclusive jurisdiction of Estonian courts, with Harju County Court in\nTallinn as the court of first instance (save where the relevant rules of procedure provide for the mandatory\njurisdiction of another Estonian court, in which event the latter shall apply).\n24.3. Where the Agreement is between the User and Toggl Inc:\n(a) the Agreement, the Parties' relations and all matters concerning the Service shall be governed by the laws of\nthe State of Delaware and the applicable U.S. federal law, without the United Nations Convention on Contracts\nfor the International Sale of Goods applying to any of the foregoing;\n(b) all disputes arising from or otherwise concerning the Agreement or the Service (including disputes concerning\nthe formation or validity hereof) shall be subject to the exclusive jurisdiction of the appropriate courts in the State\nof Delaware (i.e., either the United States District Court for the District of Delaware or the Delaware state court\nhaving jurisdiction over the matter);\n(c) each Party hereby waives any right to jury trial in connection with any proceeding in any way arising out of or\nrelated to the Agreement or the Service;\n(d) in the above disputes and proceedings, the prevailing party will be entitled to recover its reasonable costs and\nattorneys' fees.\n\n24.4. The above provisions notwithstanding, the Supplier may, in its absolute discretion, assert and seek\nprotection of its intellectual property and rights concerning confidential information or data processing in any\nforum anywhere in the world (including by way of injunction and other preventive measures).\n25. Miscellaneous\nIf any provision of the Agreement proves to be void by reason of it violating mandatory law, and unless the\nSupplier in its absolute discretion otherwise elects (in which event the following shall not apply), such provision\nshall be deemed to have been amended to one which is valid, achieves the purpose of the original provision as\nnearly as possible and maximally preserves the balance of obligations between those affected (i.e., the balance\noriginally intended). The amendment shall be effective as of the moment when the original provision became\nvoid.\nData Processing Agreement\n1. Object\n1.1 This DPA is between the Supplier and the Organization Owner and forms part of the Agreement referenced in\nsubsections 2.1(c) and 2.3(c) of the Terms.\n1.2 The purpose of the DPA is to supplement the Terms as respects the processing of Relevant Data and EU\nStandard Contractual Data Processing Clauses (SCC) in case the data is transferred between EU and third\ncountries. The DPA does not concern any other data or the processing thereof. The Supplier's obligations under\nthis DPA must be viewed accordingly, i.e., as only relating to the processing of Relevant Data and not applying in\nany other context.\n2. Roles\n2.1 The purposes of processing Relevant Data are determined by the Organization Owner or by the Owner jointly\nwith other members of the Organization (or jointly with certain of such members or a particular member). As\nbetween the Parties, these purposes are determined by the Owner.\n2.2 Consequently, and in line with the role allocation specified under section 13.2 of the Terms, the Parties\nacknowledge and agree that with regard to the processing of Relevant Data: (a) the Organization Owner is the\n'controller' and the Supplier is the 'processor'; (b) the Supplier will, pursuant to article 6 below, authorise third\nparties identified in the Sub-processor List to perform certain processing operations under its responsibility (such\nparties being 'processors', too); (c) the Supplier and Sub-processors process these data on the Organization\nOwner's behalf and on his instructions.\n2.3 As part of his obligations under section 11.5 of the Terms, the Owner shall be responsible for the accuracy,\nquality and legality of Relevant Data, the means by which the same are acquired and the instructions he provides\nas to the processing thereof.\n3. Details of processing\n\n3.1The Supplier will process Relevant Data only as necessary to carry out the Owner's instructions or as required\nby law to which the Supplier or the processing is subject (which includes any judicial, arbitral, administrative or\notherwise mandatory order or judgment made, recognised or enforceable under that law).\n3.2 The Organization Owner hereby instructs the Supplier to process Relevant Data: (a) as necessary in\nconnection with the Service, which, particularly but without limitation, includes any processing that is (i) requested\nor initiated by Users in their use of the relevant Organization or Features in connection with that Organization, or\n(ii) otherwise required for the Supplier's performance of its obligations in relation to the Organization or its users;\nand (b) for as long as the purposes described in subsection (a) warrant such processing.\n3.3 For the avoidance of doubt, section 3.2: (a) sets out the Owner's current instructions as to the processing of\nRelevant Data; (b) does not prevent the Owner from giving further instructions (which shall be reasonable, lawful\nand documented) or the Supplier from processing Relevant Data as may be necessary in light of such further\ninstructions; (c) does not restrict the Supplier from processing Relevant Data for as long as legally required (e.g.,\nto comply with the GDPR or legal acts concerning taxation, accounting, financial reporting or counter-terrorism or\n-money laundering) and, if so required (but only to the extent required), exceeding the duration of processing\nwarranted by the Owner's instructions. The Owner thus acknowledges and agrees that each operation that the\nSupplier performs on Relevant Data will continue until the Supplier is no longer legally obliged to perform the\nsame.\n3.4 The operations that the Supplier performs on Relevant Data will include storage and such other operations as\nappropriate in light of this article 3 (e.g., retrieval, transmission, erasure, restriction and disclosure pursuant to the\nOwner's instructions or as required by law). Certain of these operations have been described in the Privacy\nPolicy.\n4. Relevant Data\n4.1 Personal Data whose processing is permitted\nThe types of Personal Data that a User (including the Owner) is allowed to process as part of Organization Data\nare limited to those which the User is legally permitted to process. The Owner undertakes that Organization Data\nwill not include, and neither he nor any other User who accesses the Organization (including any such Guest\nUser) will use the Service for the processing of, Personal Data whose processing is legally prohibited.\n4.2 Personal Data whose processing is restricted\nThe Owner acknowledges that the processing of certain types of Personal Data is restricted or limited under the\nGDPR and that non-compliance with the relevant restrictions or limitations may result in substantial penalties,\nincluding fines, being imposed on, or other punitive, remedial or compensatory measures being taken against,\nthe Owner, the Supplier and the User involved in the processing (if different from the Owner).\n4.3 Consequently, the Owner undertakes that, absent the Supplier's prior explicit consent, Organization Data will\nnot include, and neither he nor any other User who accesses the Organization (including any such Guest User)\nwill use the Service for the processing of, Personal Data that fall within either of the following categories: (a)\n'special categories of personal data' (also known as 'sensitive information') as described for the time being in\nArticle 9 of the GDPR, including particularly but without limitation genetic data, biometric data and data\n\nconcerning health; (b) 'personal data relating to criminal convictions and offences or related security measures'\nas described for the time being in Article 10 of the GDPR.\n5. Data subjects\n5.1 The Owner will determine who the Data Subjects are, or he may determine this jointly with other members of\nthe Organization (or jointly with certain members or a particular member thereof). As between the Parties, the\nOwner shall be deemed to have determined the same.\n5.2 The categories of Data Subjects include but may not be limited to: (a) Users having access to the\nOrganization, including such Guest Users; (b) Users who interact with the Features applied via the Organization;\n(c) employees, contractors, consultants, associates and agents of (i) the Owner, (ii) the Subscriber of, or payer\nfor, the Service Plan pertaining to the Organization, or (iii) the Users mentioned in the preceding subsections; and\n(d) parties with whom the Owner or the above Subscriber, payer or User does business or has other relations.\n6. Sub-processors\n6.1 The Owner agrees that persons and entities on the Sub-processor List may be retained as Sub-processors\n(and authorises the Supplier to engage them), provided that each Sub-processor, insofar as relevant considering\nthe processing operations it performs, assumes or is made subject to data protection obligations substantially\nsimilar to those set forth in this DPA (but in any event no less protective of Relevant Data than the DPA). These\nobligations may be either contractual or apply by operation of law. In the former case, the respective contract\nshall be in writing (which includes electronic form) or shall at least be made in a manner that identifies the parties\nand allows repeated reproduction of its terms.\n6.2 The Owner instructs that if sub-processing of Relevant Data is to be carried out by an international\norganisation or in a country not participating in the European Economic Area (EEA) and not being the Swiss\nConfederation, then the sub-processing be performed: (a) by an organisation or in a jurisdiction (respectively)\nthat ensures an adequate level of protection for the Relevant Data concerned, i.e., that the transfer of these data\nfrom the EEA be based on an 'adequacy decision' as per the GDPR; or, absent an adequacy decision (b) subject\nto such safeguards and other conditions as required under the GDPR; save if and to the extent that the\nrequirement for an adequacy decision or safeguards has been legally derogated from. The transfer of Relevant\nData from the EEA in compliance with the above instruction to a party identified in the Sub-processor List\nrequires no further instruction by the Owner.\n6.3 At least 10 days before authorising a third party not mentioned in the Sub-processor List to act as a Sub-\nprocessor the Supplier shall update the Sub-processor List made available online accordingly, i.e., at least 10\ndays before the engagement takes effect. Supplier undertakes to keep this list updated regularly to enable its\nUsers to stay informed of the scope of sub-processing associated with the Services.\n6.4 The Owner may reasonably object to the new sub-processor engagement by providing the Supplier notice to\nthat effect (setting out his grounds for the objection) within 10 days of having been informed as per section 6.3. In\ncase the Owner does so object, the Supplier will endeavour to provide him a commercially reasonable alternative\nnot involving the processing the Owner objected to. Such an alternative may, e.g., consist in a modification to the\nService or a change of Service Plan. If the Supplier is unable to provide the Owner with an alternative acceptable\n\nto him or (in its sole discretion) concludes that no alternative is feasible and respectively informs the Owner, and\nthe objection is not withdrawn, then the relevant Organization shall be closed.\n6.5 If the Owner does not object to the new sub-processor engagement in accordance with section 6.4, he shall\nbe deemed to have authorised the engagement.\n6.6 The Supplier shall be liable to the Owner for the acts and omissions of Sub-processors to the same extent\nthat the Supplier would itself be liable under the Agreement were it to commit those acts or omissions.\n7. Security\n7.1 The Supplier will maintain adequate technical and organisational measures to ensure such level of security in\nits processing of Relevant Data as appropriate in the given circumstances. Certain of these measures have been\ndescribed in the Data Protection Policy.\n7.2 The purpose of the above measures is to address in an appropriate manner: (a) the protection of Relevant\nData against unauthorised or unlawful processing and against accidental loss, alteration or destruction; (b) the\nintegrity and confidentiality of Relevant Data; (c) the availability and resilience of the Features pertinent to the\nprocessing of Relevant Data (to the extent such Features are authorised under the Service Plan the Owner\nenjoys); (d) the ability to restore the availability and access to Relevant Data in a timely manner after a Service\nfailure; (e) the effectiveness of the means employed by the Supplier for ensuring the required level of security in\nits processing of Relevant Data.\n7.3 The Supplier further undertakes to: (a) ensure that the persons it authorises to process Relevant Data commit\nthemselves to confidentiality (or will be under an appropriate statutory obligation of confidentiality) with respect to\nthese data; and (b) notify the Owner without undue delay upon learning of any Personal Data breach that\ninvolves Relevant Data and may need to be communicated to the competent supervisory authority or the Data\nSubject(s) concerned.\n8. Supplier's assistance\nData Subject's requests\n8.1 The Owner acknowledges that it is his duty, not the Supplier's, to accept, respond to, and resolve Data\nSubjects' requests for exercising their rights and freedoms as data subjects in connection with Relevant Data\n('data subject rights'), and facilitate the exercise of these rights and freedoms. If any such request is addressed\ndirectly to the Supplier, it will, to the extent legally permitted, redirect the request to the Owner without undue\ndelay.\n8.2 Upon the Organization Owner's request, and considering the nature of the Supplier's processing operations\nhereunder, the Supplier will, insofar as possible, take appropriate technical and organisational measures to\nreasonably assist the Owner in complying with his obligation to respond to Data Subjects' requests for exercising\nthe following of their data subject rights under the GDPR: the right of access, right to rectification, right to erasure,\nright to restriction of processing, right to data portability, right to object, and the right not to be subject to\nautomated individual decision-making.\n8.3 Other compliance\n\nConsidering the nature of the Supplier's processing operations and the information available to it, the Supplier\nwill, on the Owner's request, reasonably assist the Owner in complying with the following of his controller\nobligations regarding the processing of Relevant Data (as arising under the GDPR), provided, and to the extent,\nthese obligations apply to the Owner and the information he requires is not otherwise available to him: (a) using\nthe Service in a manner compatible with the Owner's obligation to ensure an appropriate level of security in his\nprocessing of Relevant Data; (b) notifying breaches of Relevant Data to the appropriate supervisory authority and\nthe Data Subjects concerned and documenting these breaches; (c) conducting a data protection impact\nassessment concerning the processing of Relevant Data by means of the Service, and, where necessary,\ncarrying out a review to assess whether processing is performed in accordance with the impact assessment; and\n(d) consulting with the relevant supervisory authority on matters related to the above data protection impact\nassessment or its subject.\n8.4 Costs of assistance\nTo the extent legally permitted, the Owner shall incur all costs and expenses that may arise in connection with the\nassistance described in this article 8, including any fees associated with the provision of additional Features.\n9. Return and deletion of data\n9.1 After the completion of services relating to the processing of Organization Data (i.e., upon permanent\ncessation of all Service in relation to the Organization), the Supplier will: (a) at the Owner's choice, either delete\nor return to him all Relevant Data then stored by the Supplier; and (b) delete copies of these Relevant Data, save\nif and to the extent the law requires that the data concerned be retained; provided that: (α) if the Owner elects to\nhave the data returned, his respective request is made reasonably prior to the Organization being closed (see\nsection 12.3 of the Terms); and (β) if Relevant Data reasonably cannot be deleted, returned or retained\nseparately from other Organization Data (as is likely to be the case with at least some Relevant Data), the\nSupplier will, as applicable, delete or return, and, if required, retain, the entire body of Organization Data then\nstored by the Supplier, with no obligation to organise, structure or otherwise process the same to separate\nRelevant Data therefrom or distinguish between Relevant Data and other Organization Data.\n10. Demonstration of compliance\n10.1 The Supplier shall maintain records sufficient to demonstrate its compliance with the DPA, and will retain\nthese records as long as legally required.\n10.2 Upon the Organization Owner's request and subject to such confidentiality and non-use commitments as the\nSupplier reasonably may suggest, the Supplier shall, no more than once a year: (a) make available to the Owner\nsuch of the above records as necessary, and any other information that reasonably may be required, to\ndemonstrate the Supplier's compliance with its obligations under the DPA; and (b) if the provision of records and\nother information as per the preceding subsection is not sufficient for demonstrating the Supplier's compliance,\nallow the Owner (or his independent third-party auditor), upon reasonable notice and at a mutually agreeable\ntime, to conduct an audit or inspection of the Supplier's practices in processing Relevant Data.\n10.3 Any audit or inspection under subsection 10.2(b) shall be limited to what is necessary for verifying the\nSupplier's compliance with its obligations under this DPA, is to be conducted in a manner not unreasonably\n\ndisruptive to the Supplier's and Sub-processors' business, and shall be at the Owner's expense (including as to\nreasonable costs and expenses of the Supplier and Sub-processors, which the Owner undertakes to reimburse).\nLast revised: April 19th 2021.\n","paragraphs":null,"sentences":null},"annotations":[{"general_category":"Limitation of remedy clauses","name":"Limitation of company's liability","legal_ground":"Annex 1(a) Directive 93/13","code":"ltd","score":0,"explanation":"Lawful limitation - any other than unlawful limitation, for example \"Provided that we have acted with professional diligence, we do not accept responsibility for losses not caused by our breach of these Terms\""},{"general_category":"Limitation of remedy clauses","name":"Maximal threshold of company's liability","legal_ground":"Annex 1(a) Directive 93/13","code":"ltd_cap","score":0,"explanation":"Only Businesses entitled to the damages connected with using the service may claim them only to a certain amount"},{"general_category":"Limitation of remedy clauses","name":"Limitation period","legal_ground":"art. 119 KC*****","code":"period","score":0,"explanation":"The ToS does not contain a clause described above"},{"general_category":"Limitation of remedy clauses","name":"No promises","legal_ground":"Article 8 Directive 2019/770","code":"as_is","score":-1,"explanation":"Presence of as-is clause. An \"as-is clause\" is a contractual provision that states that the work or product being provided by the developer or service provider is provided in its current condition, without any additional warranties or guarantees, except for those explicitly stated in the agreement. It serves to limit the developer's liability and makes it clear that the client accepts the work as it is."},{"general_category":"Limitation of remedy clauses","name":"Indemnification clause","legal_ground":"-","code":"indemn","score":0,"explanation":"Indemnification clause is present in ToS. An indemnification clause establishes obligation for one party (the indemnifying party) to compensate the other party (the indemnified party) for specific costs and expenses arising from third-party claims or direct claims."},{"general_category":"Dispute resolution clauses","name":"Choice of law other than user's domicile","legal_ground":"Article 6 Rome I****","code":"c_law","score":-1,"explanation":"The ToS provides that a law other than the law of the user's habitual residence will apply to disputes arising in connection with the contract"},{"general_category":"Dispute resolution clauses","name":"Choice of forum other than user's domicile","legal_ground":"Annex 1(q) Directive 93/13","code":"c_forum","score":-1,"explanation":"The ToS provides that disputes arising in connection with the contract shall be resolved in a court of a different jurisdiction from that of the user's permanent residence"},{"general_category":"Dispute resolution clauses","name":"Mandatory arbitration","legal_ground":"Annex 1(q) Directive 93/13 + art. 385[3] pkt 23 KC","code":"arb","score":-1,"explanation":"The user is obliged to file a case before an arbitration court specified in the ToS, instead of suing the company with a traditional lawsuit."},{"general_category":"Dispute resolution clauses","name":"Class action waiver","legal_ground":"-","code":"class","score":1,"explanation":"Lack of class action waiver"},{"general_category":"Unilateral alteration clauses","name":"Unilateral change of contract","legal_ground":"Annex 1(j) Directive 93/13","code":"contr_chg","score":0,"explanation":"When the company reserves the right to change the contract for a reason specified in the contract, but the reasons are vague or were not all stated in a contract"},{"general_category":"Unilateral alteration clauses","name":"Unilateral change of future prices","legal_ground":"partially Annex 1(j) Directive 93/13","code":"price_chg","score":0,"explanation":"When the company reserves the right to change the future price of services that were not yet supplied or enabled"},{"general_category":"Unilateral alteration clauses","name":"Unilateral change of service by the company","legal_ground":"Article 19 Directive 2019/770","code":"serv_chg","score":-1,"explanation":"When the company reserves the right to change the service without a valid reason (when the ToS state, that the company can always change the service or does not state any requriements at all). A service change is a situation, where a company unilaterally modifies the service, by changing existing design, adding or removing features, modyfing purpose of the service, etc."},{"general_category":"Unilateral alteration clauses","name":"Account deletion and unilateral termination of contract by the company","legal_ground":"Annex 1(g) Directive 93/13***","code":"acc_del","score":0,"explanation":"When the company reserves the right to delete a user’s account without serious grounds but with a notice period or with serious grounds but without a notice period. "},{"general_category":"Unilateral alteration clauses","name":"Transfer of contractual rights to another subject","legal_ground":"Annex 1(p) Directive 93/13","code":"transfer","score":-1,"explanation":"When the ToS allows for contractual rights’ transfer to another subject without user’s consent"},{"general_category":"Right to police the behaviour of users","name":"User content deletion","legal_ground":"partially inferred from Article 6 Directive 2019/770** & Article 17 DSA","code":"cnt_del","score":0,"explanation":"When a company reserves a right to delete only the content put in the service by the user that is illegal or violates Terms of Service "},{"general_category":"Right to police the behaviour of users","name":"Account suspension","legal_ground":"partially inferred from Article 6 Directive 2019/770 & Article 17 DSA","code":"acc_sus","score":0,"explanation":"When the company reserves the right to suspend a user’s account without serious grounds but with a notice period or with serious grounds but without a notice period"},{"general_category":"Regulatory requirements","name":"Internal complaint-handling system","legal_ground":"Article 17 DSA","code":"com_sys","score":0,"explanation":"Presence of internal complaint-handling system that does not meet all of the requirements stated in article 17 DSA"},{"general_category":"Regulatory requirements","name":"Retrieval of digital content by the user","legal_ground":"Article 16(4) Directive 2019/770","code":"cnt_retr","score":-1,"explanation":"Lack of clause ensuring the right to retrieve the digital content belonging to the the user after contract's termination."},{"general_category":"Various","name":"Excessive user content IP license ","legal_ground":"-","code":"IP","score":-1,"explanation":"ToS contains an IP license to the content put in the service by the user that neither states explicitly that it is needed to perform the service nor explains other purposes for using user's content"},{"general_category":"Various","name":"Discretional power to interpret the ToS","legal_ground":"Annex 1(m) Directive 93/13","code":"discret","score":0,"explanation":"Lack of discretional power clauses"},{"general_category":"Various","name":"Severability clauses ","legal_ground":"-","code":"sever","score":0,"explanation":"The ToS contains provisions that keep the remaining part of the contract in force in case a court declare one or more of its provisions unconstitutional, void, or unenforceable (severability clauses)"},{"general_category":"Various","name":"Right to incorporate user's feedback or suggestions without compensation","legal_ground":"-","code":"suggest","score":1,"explanation":"According to ToS, the company does not have a right to incorporate into the service user feedback or suggestions without compensation"}]}