Zone Media Terms of Service
Valid from: 01.09.2021
INTRODUCTION AND SUMMARY
These Terms of Service apply to all services offered and/or provided by Zone Media OÜ to our customers, unless explicitly stated otherwise in writing in our offer or an agreement.
To help you understand these Terms of Service, we have prepared a short non-binding summary. Please note that the summary is provided for your information only, and that the legally binding terms and conditions follow the summary.
1. To become our customer, you first need to enter into a Customer Agreement with us. You can do that that by filling in a sign-up form on our website, providing the necessary information about yourself (and your company or organisation, if applicable), and confirming that you’ve read, understood and accepted these Terms of Service.
2. Once you’ve become a customer, you’ll be able to log in to the Portal. That’s the restricted-access part of our website where you can place orders for new services and check the status of your current services. From the legal point of view, each order turns into a Service Agreement as soon as we accept it.
3. We offer a set of different services — server and email hosting, domain services, and certificate services; in addition to the general rules, these Terms contain provisions specific for each kind of service. Functional descriptions and prices of the services are available from the Portal.
4. We’ll charge you for most services in advance once a month. Typically, you can cancel any service by giving us about a month’s notice. If you paid us in advance for a longer period, we’ll refund the unused fees, but keep in mind that if you got a discount based on a minimum volume or period of service, then we’ll have to recalculate your fees before making any refunds.
5. We may change these Terms and our prices from time to time. If the changes are detrimental to you, then you can withdraw from the affected agreements without penalties. And if you’re a consumer – that is if you use our services for your personal, non-commercial purposes – then you have certain additional rights.
6. Finally, if you have any questions, get in touch with our support team. We’re happy to help.
TERMS OF SERVICE
1.1 Agreement: a Customer Agreement or Service Agreement.
1.2 Consumer: a natural person who concludes a transaction not related to independent economic or professional activities.
1.3 Customer: a legal or natural person to whom Zone offers and/or provides its services.
1.4 Customer Agreement: an Agreement containing Customer-specific terms and incorporating these Terms by reference.
1.5 Customer Data: any data provided by (or by arrangement of) the Customer to be stored, transmitted, or otherwise processed through the Services.
1.6 Data Processing Agreement (DPA): an optional annex to a Service Agreement containing specific instructions concerning the processing of personal data by Zone for or on behalf of the Customer.
1.7 Effective Date: the date when an Agreement becomes effective.
1.8 Electronic Communications Service: a service that consists wholly or mainly of transmission or conveyance of signals over the electronic communications network under the agreed conditions (including without limitation e-mail services).
1.9 Information Assets: hardware, software, data, network infrastructure and IT services.
1.10 Information Society Service: a service normally provided for remuneration, at a distance, by electronic means and at the individual request of a recipient of services.
1.11 Order: an offer made by the Customer to Zone for the purchase of services.
1.12 Party: Customer or Zone.
1.13 Portal: a controlled-access subsection of the Website through which the Customer can place Orders, keep track of Agreements, payments and services, and communicate with Zone.
1.14 Service: an Information Society Service or Electronic Communications Service provided by Zone to the Customer under a Service Agreement.
1.15 Service Agreement: an Agreement containing Service-specific terms and incorporating the Customer Agreement by reference.
1.16 Service Level Agreement (SLA): an optional annex to the Service Agreement containing binding service level objectives for that service.
1.17 Terms: these Zone Media Terms of Service.
1.18 Website: a website operated by Zone at https://zone.eu/ or any subdomains thereof or other Zone operated and branded webpages.
1.19 Zone: ZONE MEDIA OÜ, a private limited company established under the laws of Estonia (registry code 10577829; registered address Lõõtsa 5, 11415 Tallinn, Estonia; phone +372 688 6886; e-mail email@example.com).
2. FORMATION OF AGREEMENTS
2.1 A Customer has one Customer Agreement and may have one or more Service Agreements with Zone.
2.2 The Customer Agreement contains Customer’s details as well as any Customer-specific deviations from and amendments to the Terms, which are incorporated into the Customer Agreement by reference. The Customer Agreement is open-ended and sets forth no payment or service delivery obligations of either Party.
2.3 A Service Agreement contains the specifications of a Service provided to the Customer and any Service-specific deviations from and amendments to service descriptions, pricelists and any other documents that may be incorporated into the Service Agreement by reference. Each Service Agreement incorporates, by reference, a Customer Agreement (and, indirectly, these Terms); if there is no Customer Agreement yet, one will be made simultaneously with the Service Agreement. Service Agreements are made for a specific performance or indefinite term; indefinite-term Service Agreements may contain fixed-term provisions.
2.4 A Service Agreement may have zero or more annexes, including without limitation an SLA and/or a DPA.
2.4.1 A Service Level Agreement (SLA) constitutes an optional annex to a Service Agreement and sets forth specific binding service level objectives and penalties for non-achievement of these objectives. For the sake of clarity, any service level objectives referred to in a Service Agreement or any documents incorporated therein by reference shall not be deemed binding unless explicitly set forth in an SLA.
2.4.2 A Data Processing Agreement (DPA) constitutes an optional annex to a Service Agreement and sets forth specific documented instructions from the Customer to Zone concerning the processing of personal data by Zone for or on behalf of the Customer.
2.5 Zone may publish, from time to time, service descriptions and pricelists on the Website; doing so shall constitute a public invitation to make an offer for purchasing the services. No terms contained in any such invitations shall be deemed binding upon Zone, and Zone may withdraw or update them at any time with immediate effect.
2.6 Zone may make, from time to time, proposals for provision of services to the Customer. Unless explicitly stated otherwise therein, any such proposal shall constitute an invitation to make an offer for purchasing the services proposed. No terms contained in any such proposal shall be binding upon Zone after 30 days from the date of making the proposal, unless explicitly stated otherwise in the proposal.
2.7 The Customer may place, from time to time, Orders to Zone for the purchase of Zone’s services referring to then-current service descriptions and pricelist, and/or to a valid proposal if applicable. Each Order shall be deemed to incorporate the Customer Agreement by reference. Any additional or different terms provided or referred to by the Customer shall only be binding to Zone if and insofar accepted by Zone in writing.
2.8 A Service Agreement shall become effective upon Zone’s acceptance of the Order or on a specific date set forth in the Order and/or acceptance notice.
2.9 The Parties agree to conclude the Agreements electronically. Unless agreed otherwise, the Customer shall place all Orders on the Portal and Zone shall communicate the acceptance of each Order to the Customer by e-mail.
2.10 Zone may refuse to enter into Agreements, including without limitation if the Customer or the person aiming to become the Customer meets the criteria of the Defaulting Party set forth in clause 6.3.1 below, or if Zone has reasonable doubt in the validity of the powers of attorney of the person trying to enter into an Agreement on behalf of the Customer or prospective Customer.
3. USE AND PROVISION OF SERVICES
3.1.1 Access credentials. The Customer bears the entire responsibility for maintaining the confidentiality of any credentials (including without limitation usernames and passwords) used to gain access to the Portal and/or Services. Zone has the right to assume that anyone authenticated with the Customer’s valid credentials is acting lawfully on behalf of the Customer, and the Customer shall be liable for any such actions as those of its own.
3.1.2 Suspension of access to the Portal and/or Services. Zone shall invalidate the Customer’s credentials without delay upon receiving a notification from the Customer of the credentials having been lost or otherwise compromised. Zone may also invalidate the Customer’s credentials on its own if it reasonably believes that the credentials may have been compromised; in such case Zone shall notify the Customer at the earliest reasonable opportunity. Zone will restore access as soon as the Customer’s new credentials have been issued and/or verified.
3.1.3 No monitoring of Customer Data. Zone is not under a legal obligation to monitor, and shall not monitor, information upon the mere transmission thereof or provision of access thereto, temporary storage thereof in cache memory or storage thereof at the request of the Customer, nor is Zone obligated to actively seek facts or circumstances indicating illegal activity.
3.1.4 Notice procedure. Zone has established a notice procedure that enables third parties (including competent authorities) to submit a complaint when they reasonably suspect that any Services provided to the Customer have been used in a way that constitutes a violation of any applicable laws or regulations, or an infringement of a third party’s rights. When the notice procedure is initiated, Zone may (i) deny the Customer’s or third parties’ access to the Customer’s Information Assets, (ii) limit or suspend the Customer’s ability to communicate to third parties using the Services; (iii) disclose the Customer’s identity and contact details to competent authorities and/or the complaining party; and/or (iv) report the Customer’s activity to competent authorities if it reasonably believes that such activity has constituted a crime punishable by law. Zone shall, insofar permitted under applicable law, notify the Customer of the initiation of the notice procedure and the content of the complaint as soon as reasonably possible, and preferably before taking any of the actions listed above.
3.1.5 Best effort. Unless otherwise agreed in an SLA, all Services are provided to the Customer on the basis of “best effort”: while Zone shall endeavour to provide the Services with as few and as short interruptions as reasonably possible, the Customer acknowledges that Zone is under no obligation to achieve any specific availability level of any of the Services.
3.1.6 Suspension of Services. Zone may limit or suspend the provision of any Services to the Customer at any time and notify the Customer thereof at the earliest reasonably possible opportunity, if:
(a) it is in Zone’s reasonable opinion necessary for (i) the prevention or correction of damage to Information Assets belonging to Zone, the Customer, or other customers of Zone; or (ii) upgrading, replacing or amending Zone’s Information Assets used for the provision of such Services, unless the Parties have agreed otherwise in an SLA; or
(b) the Customer’s use of such Services constitutes, in Zone’s reasonable opinion, a violation of any applicable laws or a breach of Zone’s or any third party’s legal rights, even if the Parties have agreed otherwise in an SLA.
3.2 Hosting services
3.2.1 If the Service (also) pertains to a service relating to storage and/or transfer of material supplied by the Customer to third parties, as is the case with webhosting or e-mail services, the provisions in this section 3.2 shall apply.
3.2.2 Zone is responsible for the technical infrastructure (including, depending on the configuration of the Service: power, cooling, network connectivity, and hardware; virtualization layer; operating system; and/or application software); the Customer is responsible for everything on top of that including the Customer Data.
3.2.3 Zone makes backup copies of Customer Data for disaster recovery purposes in accordance with its internal policies. Zone is not obliged to make or keep backup copies of Customer Data for any other purpose, unless otherwise agreed in an SLA. If such copies exist at the time of any accidental loss of or damage to original Customer Data, then Zone will make commercially reasonable efforts to restore the lost or damaged Customer Data. If the loss or damage occurred through no fault of Zone, then Zone may charge the Customer a reasonable fee for data restoration.
3.2.4 The Customer shall not:
(a) use the Services to store, transmit, or make available any information that violates any applicable laws or legal rights of any third party;
(b) use the Services to run any software, programs, scripts or applications that interfere with the normal operation of Zone’s service infrastructure or any parts thereof that are not contractually designated for the Customer’s exclusive use.
3.2.5 If Zone and Customer have so agreed, then Zone shall ensure that the Customer Data shall, for the purposes of provision of the Service, only be stored and processed within the territory set forth in the Service Agreement.
3.3 Domain services
3.3.1 If the Service (also) pertains to a service relating to creation, modification or extension of domain names registrations according to instructions provided by the Customer, the provisions in this section 3.3 shall apply.
(a) Domain Name: the second- or third-level domain name specified in a Domain Order;
(b) Domain Order: an Order for registration of the Domain Name in the name of the Domain User, or for extension of the registration period thereof;
(c) Domain User: the Customer or a third party into whose use the Domain Name is, should be or will be registered;
(d) Register: a person or organisation that administers the registrations of certain second- or third-level domain names;
(e) Registrar: a person or organisation whom a Register has authorised to register a particular second- or third-level domain name into the use of the Domain User;
(f) Reseller: a person or organisation authorised by the Registrar to carry out, on the basis of a reseller agreement, certain actions necessary for the registration of domain names;
(g) Rules: binding instructions, terms and conditions, established by the Register or (in case Zone acts as a Reseller, the third-party Registrar) concerning the registration of domain names. While Zone makes commercially reasonable efforts to keep the current list of applicable Rules available on the Website, Zone has no control over the content of the Rules.
3.3.3 By placing a Domain Order, the Customer represents and warrants that it has reviewed, understood, and accepted the applicable Rules and price lists. By placing a Domain Order on behalf of a third-party Domain User, the Customer also represents and warrants that
(a) it acts with the full authorization of the Domain User;
(b) the Domain User has reviewed, understood and accepted the applicable Rules; and
(c) in relationship with Zone, the Customer remains liable for any eventual failure of the Domain User to perform its obligations under the applicable Rules.
3.3.4 If the Customer fails to pay any fees applicable to the Domain Order in full and in due time, or if the Customer or Domain User fails to comply with the Rules, then Zone may withdraw from or cancel the Service Agreement based on that Domain Order without advance notice, especially if the Register (or the Registrar, if Zone acts as a Reseller) has rejected the Customer’s request on the grounds of unpaid fees or noncompliance with the Rules.
3.3.5 Upon successful registration of a Domain Name, the rights and obligations regarding the use of that Domain Name shall arise between the Domain User and the Register, and if Zone acts as a Reseller, then also between the Domain User and the Registrar.
3.3.6 The Service provided by Zone is limited to accurately forwarding the data in the Domain Order and any applicable fees to the Register (or the Registrar, if Zone acts as a Reseller), and reminding the Customer of and providing the opportunity to extend the registration. The Customer authorises Zone to represent the Domain User upon entry into an agreement with the Register (and/or third-party Registrar, if Zone acts as a Reseller).
3.3.7 Zone is not liable for any acts or omissions of any third parties, including the Register (and the third-party Registrar, if Zone acts a Reseller), including during their performance of the agreement between the Domain User, the Register, and, if applicable, the Registrar.
3.3.8 Zone is not liable for the legality of the use of the Domain Name upon registration thereof.
3.4 Certificate services
3.4.1 If the Service (also) pertains to a service relating to issuing of electronic certificates according to instructions provided by the Customer, the provisions in this section 3.4 shall apply.
(a) Certificate: an electronic certificate issued by a third-party service provider (“Certifier”), the purpose of which is to confirm the identity of a web server operated by a Certificate User to enable encrypted communication between that web server and a web browser;
(b) Certificate Order: an Order for the issuing of the Certificate;
(c) Certificate User: the Customer or a third party identified in the Certificate;
(d) Rules: binding instructions, terms and conditions, established by the Certifiers concerning the issuing and use of the Certificates. The Rules may include restrictions on the uses of the Certificate as well as sanctions for the violation of the Rules. While Zone makes commercially reasonable efforts to keep the current list of applicable Rules available on the Website, Zone has no control over the content of the Rules.
3.4.3 By placing a Certificate Order, the Customer represents and warrants that it has reviewed, understood, and accepted the applicable Rules and price lists. By placing a Certificate Order on behalf of a third-party Certificate User, the Customer also represents and warrants that
(a) it acts with the full authorization of the Certificate User;
(b) the Certificate User has reviewed, understood and accepted the applicable Rules;
(c) it and the Certificate User understand that Zone has no control over the content of the Rules and that the Certifiers may change the Rules from time to time; and
(d) in relationship with Zone, the Customer remains liable for any eventual failure of the Certificate User to perform its obligations under the applicable Rules.
3.4.4 If the Customer fails to pay any fees applicable to the Certificate Order in full and in due time, or if the Customer or Certificate User fails to comply with the Rules, then Zone may withdraw from or cancel the Service Agreement based on that Certificate Order without advance notice, especially if the Certifier has refused to issue the Certificate or voided an issued Certificate on the grounds of unpaid fees or noncompliance with the Rules.
3.4.5 Upon issuing of the Certificate, the rights and obligations regarding the use of that Certificate shall arise between the Certificate User and the Certifier.
3.4.6 The Service provided by Zone is limited to accurately forwarding the data in the Certificate Order and any applicable fees to the Certifier, reminding the Customer of the forthcoming expiration of the Certificate, and providing the opportunity to renew the Certificate. The Customer authorises Zone to represent the Certificate User upon entry into an agreement with the Certifier.
3.4.7 Zone is not liable for any acts or omissions of any third parties, including the Certifier, including during their performance of the agreement between the Certificate User and the Certifier.
4. FEES AND PAYMENTS
4.1 Types of fees
4.1.1 Period fees are used primarily for making certain resources available to the Customer within predefined limits and for a fixed period (usually a month or a year), for example hosting packages. Zone shall invoice the Customer for any period fees in advance of the period during which the services will be provided.
4.1.2 Metered fees are used mainly when the amount of resources consumed by the Customer exceeds the predefined limits or when no such limits have been defined, for example excess bandwidth or add-on storage. Zone shall invoice the Customer for any metered fees after the end of the month during which the services were rendered.
4.1.3 One-off fees are used for services comprising a specific performance (including from third persons), for example registering a domain name or issuing a certificate. Zone shall invoice the Customer for any one-off fees upon receipt of the Customer’s Order for such services.
4.2 Conditional discounts
4.2.1 Zone may grant to the Customer discounts from the service prices that are conditional upon the Customer’s commitment to refrain from reducing the volume of services purchased under one or several Service Agreements (“Volume Commitment”) and/or cancelling a Service Agreement during a certain period (“Period Commitment”).
4.2.2 If the Customer breaches a Volume Commitment, the discount becomes ineffective as of the date of breach, and Zone shall issue the following invoices under all affected Service Agreements without applying the discount.
4.2.3 If the Customer breaches a Period Commitment, the discount becomes void as of the date of grant, and Zone shall be entitled to invoice the Customer for any unjustified discounts granted so far.
4.3 Taxes and levies. Unless explicitly stated otherwise, all prices published by Zone on the Website or communicated in any leaflets, proposals, offers, or other documents shall be indicated in Euros exclusive of value added tax (VAT) and any other levies imposed by competent authorities. Zone shall add any such taxes and levies to the invoices in accordance with the applicable law. If tax is charged and at what rate depends on the Customer’s country of tax residence and whether the Customer has an EU VAT identification number of which the Customer has informed Zone. Zone shall inform the Customer of any such taxes and levies in accordance with the applicable law prior to conclusion of a Service Agreement.
4.4 Electronic invoicing. The Parties agree to electronic invoicing. Zone shall send all invoices to an email address and/or an e-invoice service provider identified by the Customer and/or by other means agreed with the Customer. Zone will also make the invoices available to the Customer on the Portal.
4.5 Payments. Unless agreed otherwise, Zone shall commence the provision of any services upon receiving a confirmation of the Customer’s payment of all applicable fees. Zone may suspend the provision of services based on metered fees when the total fee accrued so far exceeds the sum of the prepayment made by the Customer to Zone and the credit limit (if any) granted by Zone to the Customer.
4.6 Means of payment. The Customer shall make all payments using any means of payment listed as acceptable on the Website at the time of making the payment. Zone may modify and/or amend the list of acceptable means of payment from time to time. Unless explicitly stated otherwise on the Website, the Customer shall bear costs of making the payment.
4.7 Disputed invoices. If the Customer is of the opinion that the invoice is incorrect in any way, the Customer shall dispute the invoice by notifying Zone thereof within five working days from the invoice date. Zone will investigate the claim and either issue a corrected invoice or charge an administrative fee (if applicable pursuant to the then-current price list).
4.8 Delayed payments. If the Customer fails to pay an undisputed invoice within the payment term indicated thereon (14 days from the date of issue unless agreed otherwise), then Zone will give to the Customer an additional 14-day payment term. If the Customer fails to make the payment before the expiration of the additional payment term, then Zone may, at its own discretion, suspend the provision of services to the Customer, charge the Customer a penalty interest of 0.05% of the overdue amount per day and collection costs in the maximum amount allowed by the applicable law and/or refer the debt to a collection agency.
4.9 Use of funds. Zone is entitled to use the payments received from the Customer first to cover the penalty interests and administrative fees, if any, and then the principal debt. The remainder is used to pay the current invoice.
5.1 Zone may update its standard terms, including without limitation these Terms, pricelists, service descriptions, and privacy policies, at any time without notice, by publishing the updated terms on the Website or otherwise communicating them to the Customer and/or the general public.
5.2 With regard to then-current Agreements, the updated terms shall become effective upon the passing of 30 days from the publication thereof unless a later date is set forth therein, except if agreed otherwise by the Parties or if such change would be prohibited under applicable law.
5.3 If the Customer is a Consumer or any of the changes pertain to the terms of provision of Electronic Communications Services, then Zone may only change the terms of then-current Agreements (including any standard terms incorporated therein by reference) unilaterally if:
(a) the need for amendment arises from (i) changes in applicable legislation; (ii) introduction or application of new technologies for the provision of Services; (iii) enabling the provision of additional or improved Services to the Customer; or (iv) updating the pricing principles of the Services; or
(b) if the circumstances which constitute the basis for entry into the Agreements change after the Agreement is entered into and such change involves a significant increase in the costs of performance of the Agreement for Zone.
5.4 If the Customer does not agree with the changes of the terms and (i) the changes have clearly detrimental consequences for the Customer; (ii) the Customer is a Consumer; or (iii) the changes pertain to the terms of provision of Electronic Communications Services, then the Customer shall have the right to cancel the affected Agreements pursuant to clause 6.3.2 below.
5.5 Explicitly agreed special terms of the Customer Agreement can only be changed by mutual consent of the Parties and shall become effective upon execution thereof by the authorised representatives of both Parties. Notwithstanding the foregoing, either Party may update its contact and banking details as well as the details of their authorised representatives at any time by notifying the other Party thereof in the form that can be reproduced in writing.
5.6 Without prejudice to the provisions of section 4.2 (conditional discounts), the Customer may request to change the Service Agreements at any time. Such changes shall become effective immediately upon the acceptance of the change request by Zone.
6. TERM AND TERMINATION
6.1 Term. The term of the Agreement starts on the Effective Date thereof and lasts until termination. The Agreement shall terminate:
(a) when both Parties have fulfilled all their obligations thereunder and no term is set forth therein; or
(b) at the end of the term set forth therein; or
(c) if and when the Parties so agree; or
(d) if cancelled by either Party as set out in this section 6.
6.2 Ordinary cancellation
6.2.1 Either Party may ordinarily cancel the Customer Agreement at any time if there are no current Service Agreements by notifying the other Party.
6.2.2 Either Party may ordinarily cancel a Service Agreement that is made for indefinite term by notifying the other Party at least 30 days in advance, unless a longer notice period is set forth in such Service Agreement. Such cancellation of the Service Agreement by the Customer shall be without prejudice to the provisions of section 4.2 (conditional discounts).
6.3 Extraordinary cancellation
6.3.1 Either Party may cancel an Agreement (without prejudice to its other rights and remedies) by notifying the other Party (“Defaulting Party”) if the Defaulting Party:
(a) has fundamentally breached any Agreement and the breach is either irremediable or remains not remedied during the notice period of at least 30 days;
(b) has failed to pay any amount due under any Agreement by its due date and remains in default during the notice period of at least 30 days;
(c) has been continuously affected by Force Majeure for at least three months and remains in default during the notice period of at least three months; or
(d) has been subject to notice procedure referred to in clause 3.1.4 above for multiple times; or
(e) becomes subject to an insolvency action or has been deemed unable to pay its debts or suspends or ceases to carry on business or any material part of its business or materially alters the nature of its business as conducted at the Effective Date.
6.3.2 The Customer may cancel an Agreement as from the effective date of the terms changed by Zone according to clause 5.2, if (i) the change could be reasonably seen as detrimental for the Customer (e.g. in case of an increase of the service fees); (ii) the Customer is a Consumer; or (iii) the changes pertain to the provision of electronic communication services, by notifying Zone within thirty (30) days from the day the changes were published or communicated to the Customer. Such cancellation shall not constitute a breach of Period Commitment as set forth in clause 4.2.3 above.
6.3.3 Zone may withdraw from or cancel an Agreement with immediate effect as provided for in clauses 3.3.4 and 3.4.4 above.
6.4 Effects of Termination. Upon termination of an Agreement, irrespective of the reason thereof:
(a) the Customer shall pay to Zone any outstanding fees for the services rendered and, if applicable, any unjustified discounts;
(b) the provisions of an Agreement that either are expressed to survive termination or from their nature or context it can be reasonably expected that they are to survive such termination, shall remain in force until the dates set forth in such provisions, or until these provisions can no longer be reasonably expected to survive.
7.1 “Confidential Information” means any non-public information that is disclosed by either Party (“Discloser”) to the other (“Recipient”) or otherwise obtained by the Recipient during the negotiations and/or performance of an Agreement.
7.2 The Recipient shall only use the Confidential Information for the purposes of negotiating the terms of the Agreement, performing its obligations under the Agreement or applicable law, or proving its claims in a legal dispute with the Discloser (collectively, “Purposes”).
7.3 Upon the request of the Discloser, the Recipient shall promptly return or permanently destroy any copies of the Confidential Information, except:
(a) if and to the extent it needs such Confidential Information to achieve any of the Purposes; or
(b) such copies constitute part of the backups made by or for the Recipient, in which case they may be retained until the end of the retention period of such backups.
7.4 The Recipient shall protect the Confidential Information at least as well as it protects its own confidential information, but at least with reasonable care.
7.5 The Recipient may disclose the Confidential Information:
(a) on the need-to-know basis to such of its officers, employees, contractors and advisers who are bound by a contractual or statutory confidentiality obligation that is at least as restrictive; and
(b) if required by law, in which case it will attempt to notify the Discloser before such mandatory disclosure to enable the Discloser to seek a protective order.
7.6 The confidentiality obligation does not extend to any information that is
(a) developed by that Party without reference to Confidential Information; or
(b) received by a Party from a third party without the receiving Party being aware of or having to reasonably assume the breach of any confidentiality obligation; or
(c) made public by the other Party or any other data subject thereof.
7.7 Any breach of the provisions of this section 7 shall be considered fundamental.
7.8 The confidentiality obligation shall survive until five years have passed from the termination of the Agreement for whatever reason or the abortion of the precontractual negotiations.
7.9 Notwithstanding any other provisions of this section 7, Zone may use the Confidential Information for the purpose of creating anonymized statistics that Zone may disseminate at its own discretion.
8. INTELLECTUAL PROPERTY
8.1 All intellectual property rights including without limitation copyrights, patents, industrial designs, trademarks in any products or materials transferred, communicated or made available by either Party to the other shall remain with their original owners. Unless explicitly stated otherwise in the Agreement, neither Party shall assign or license any intellectual property rights to the other.
8.2 Zone grants to the Customer a limited, revocable, non-exclusive license to use the computer programs and databases included in the Services if and to the extent such use is necessary for achieving the purposes of the Agreement.
8.3 The Customer grants Zone with an unrestricted licence to distribute, store, transfer or copy all information and materials hosted, cached, transferred or distributed by the Customer via Services in the extent such use is necessary for to fulfil any Agreements thereof.
9. LIABILITY OF THE PARTIES
9.1 The Customer shall indemnify Zone against any third-party claims arising out of or attributable to any breach of its legal (including under data protection laws) or contractual obligations or its infringement of any third-party right. Furthermore, the Customer indemnifies Zone against all damage or loss resulting from the above and does not hold Zone liable for any damage or loss suffered as a result of Zone’s intervention within the notice procedure, suspension of Services or interruptions and breakdowns as set forth in clause 3.1 above.
9.2 Except for damages caused by wilful misconduct or gross negligence or as prescribed in clause 9.1 above, and insofar this is permissible under applicable law,
(a) the aggregate liability of either Party to the other for all claims, losses, or damages, whether arising from tort (including negligence), breach of contract, or otherwise in connection with any breach of the Agreement shall in no event exceed the total amount of service fees actually paid by the Customer to Zone during the last 12 months immediately preceding to the event giving raise to such claim; and
(b) neither Party shall be liable to the other for any indirect, special or consequential losses or damages, including without limitation loss of revenue, profits or business opportunities, loss of data or data being rendered inaccurate or inaccessible.
9.3 “Force Majeure” means any extraordinary circumstances beyond the control of a Party who, at the time of the conclusion of the Agreement could not reasonably have been expected to take into account or avoid, and who cannot be reasonably expected to overcome the impediment or the consequences thereof. A Party’s non-performance or delayed performance of an obligation under the Agreement shall be excused if and to the extent it is caused by Force Majeure, provided that the affected Party notifies the other Party of the impediment at the first reasonable opportunity.
9.4 Notwithstanding the foregoing, the Parties agree that Force Majeure includes the actions of any governments or international organisations in response to an epidemic or pandemic (including without limitations bans or restrictions on the movement of goods or persons, requisition of goods, material, production facilities or personnel, issuance of official recommendations intended to mitigate the pandemic) if and to the extent such actions reasonably affect the performance of a Party’s obligations under the Agreement, even if that Party has been aware of the epidemic or pandemic or those actions at the time of conclusion of the Agreement or of the arising of the obligation.
10. CONSUMER’S RIGHTS
10.1 This section is only applicable if the Customer is a Consumer residing in the European Economic Area.
10.2 If the Customer entered into Agreement by means of communication services or outside the business premises of Zone, the Customer shall have the right to withdraw from it within 14 calendar days and to receive a complete refund and Zone shall reimburse all payments received, including the costs of delivery, if any, without undue delay. Zone will carry out such reimbursement using the same means of payment as were used for the initial transaction. The Customer can exercise its right to withdraw from the Agreement in any unambiguous form to Zone, amongst others by completing and submitting the model withdrawal form that is available on the Website. The Customer loses the right to withdraw from the Service Agreement and to receive a refund if Zone commences the performance of the respective Services at the Customer’s request during the period of withdrawal.
10.3 If the application of any provision of an Agreement (including any terms included therein by reference) or the law set forth in clause 13.8 below would deprive the Customer of any rights arising from the mandatory provisions of consumer protection laws of the country or state in which the Customer habitually resides, such provision shall not be applied.
10.4 Nothing in these Terms shall limit any consumer protection rights that the Customer may be entitled to under the mandatory provisions of applicable laws, including the right to bring a claim to the courts and/or alternative dispute resolution (ADR) bodies and/or the online dispute resolution (ODR) platform offered by the European Commission via https://ec.europa.eu/odr.
11. PROCESSING OF PERSONAL DATA
11.1 For the purposes of this section 11, the terms “personal data”, “controller” and “processor” have the meanings defined in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation, GDPR).
11.2 Zone, as a controller, shall process the personal data of the Customer (if the Customer is a natural person), the Customer’s representatives and other individuals whose personal data becomes available to Zone due to activities of the Customer or who are interacting with Zone on behalf of or under the instructions received from the Customer, according to the most recent version of Zone Privacy Notice as published on the Website.
11.3 Zone will be entitled to engage processors in the processing of personal data if they provide a sufficient security that they shall implement appropriate technical and organisational measures in such manner that the processing of Customer Data shall be in conformity to the requirements set out in the respective laws and that the protection of the rights of data subjects shall be ensured. The list of the processors of Zone is published on the Website under Processors.
11.4 Upon the use of domain services, the transfer of the data of the registrant and/or contact persons to a register or registrar, and in case of a top-level domain, also disclosure of the personal data shall form an inevitable part of the provision of services, deriving from the rules of the respective top-level domain. References to the rules of top-level domains, and terms and conditions of registrars are available on the Website under Special conditions of domain services.
11.5 The legal representative or appointed contact person of a Customer that is a legal person hereby represents that he or she has the right to transfer the personal data to be submitted to Zone or accumulated in the course of the entry into and performance of the Contracts, and shall ensure that these data are kept up to date if the representative or contact person changes, as well as in case the natural person connected therewith requests deletion of his or her data or restriction of the processing thereof.
11.6 Zone has no basis for knowing whether the Customer Data contain any personal data, and therefore Zone shall treat all Customer Data as potentially containing personal data and the Customer Agreement as a written contract between the Customer as the controller and Zone as the processor.
11.7 Zone shall assist the Customer in performing the due diligence obligation in choosing the processor, and shall publish its principles for information security management system on its Website, and shall clearly determine the limits of liability of Zone and the Customer for every Service. The participation of the Customer as the controller of personal data in the audit processes and the implementation of any security measures not described in the general terms and conditions or special terms and conditions of the Service shall take place upon an agreement between the Parties, and Zone will be entitled to charge an additional fee for these activities.
11.8 Zone will only transfer personal data to a country outside the European Economic Area if such country guarantees an adequate level of protection and that it complies with the data protection obligations under the applicable laws.
11.9 If Zone, as a processor, and the Customer, as a controller, enter into a separate Data Processing Agreement and any terms thereof conflict or contradict these Terms, then the provisions of such DPA shall be deemed to prevail.
12. JURISDICTION SPECIFIC PROVISIONS
12.1 A Customer is “domiciled” in a country where the Customer is established or, in the absence of an establishment, has his permanent address or usually resides. If the Customer is domiciled in one of the countries listed in this section 12, then additional and/or different provisions specific to that country shall apply to all Agreements with the Customer.
12.2.1 With reference to clause 4.8 above, Zone shall charge the Customer collection costs in the total of up to 30 euros, and up to 15 euros for the first reminder sent to you for a fee and 5 euros each for two subsequent letters.
12.2.2 With reference to clause 10.4 above, a Customer who is a Consumer domiciled in Estonia may file a claim against Zone with the Consumer Disputes Commission (Tarbijavaidluste Komisjon, https://komisjon.ee) after having tried to resolve a dispute with Zone, and failed to reach a satisfactory result within 15 days.
12.3.1 With reference to clause 10.4 above, a Customer who is a Consumer shall always have the right to file to the local alternative dispute resolution body, i.e. the Finnish Consumer Disputes Board (e), but before contacting the Consumer Disputes Board, the Consumer should contact the Local Register Offices’ Consumer Advisory Service (www.kuluttajaneuvonta.fi).
13. FINAL PROVISIONS
13.1 Representation. The natural person entering into the Agreement on behalf of the Customer (“Representative”) hereby represents and warrants that it is duly authorised to bind the Customer. In case of misrepresentation by the Representative, Zone shall be entitled to demand the performance of all Customer’s obligations from the Representative. The Customer may appoint a new Representative by notifying Zone thereof in writing. Zone may verify the Representative’s powers of attorney from any public registers available to Zone.
13.2 No Waiver. No failure on the part of either Party to exercise or delay in exercising any right hereunder shall be deemed a waiver thereof or of any other right, nor shall any single or partial exercise preclude any further or other exercise of such right or any other right.
13.3 Entire Agreement. Each Agreement constitutes the entire agreement between the Parties with respect to the subject matter thereof. It replaces all prior agreements, understandings, and negotiations between the Parties concerning the same subject matter. In case of inconsistencies between the terms and conditions of any Agreement forming part of the contract the inconsistency shall be resolved in the following order or priority: (i) explicitly agreed terms prevail over standard terms; and (ii) more recent terms prevail over older terms.
13.4 Severability. If any provision of the Agreement is held to be invalid or unenforceable, then the remainder of the Agreement shall remain valid and enforceable, and the Parties will attempt in good faith to replace the affected provision with a valid and enforceable provision that is a reasonable substitute therefor.
13.5 Notices. All notices and other communications given or made pursuant to the Agreement shall be made in English or language agreed by the Parties for communication purposes in the form that can be reproduced in writing. Notices sent to the e-mail addresses of the Parties set forth in the Agreement shall be deemed effectively given on the next business day after the date of sending. The contact details of a Party set forth in the Agreement shall be considered valid until that Party has notified the other of any change thereof.
13.6 Interpretation. In these Terms and all Agreements: (i) “written” means any form that can be reproduced in writing; (ii) “includes”, “including” or other such terms shall always be read as if followed by “without limitation”; and (iii) section and subsection headings serve the sole purpose of improving the legibility.
13.7 Languages. Zone has published these Terms of Service in Estonian and English and may publish these Terms of Service in any other languages as (auto)translated. In case of any discrepancy between the different language versions, the English version shall prevail any other language versions.
13.8 Governing law. Without prejudice to consumers’ rights, the Agreement shall be governed by and construed in accordance with the laws of Estonia, without regard to its principles regarding conflicts of law.
13.9 Resolution of Disputes. The Parties shall try to resolve all disputes by means of bona fide negotiations. Without prejudice to consumers’ rights, for disputes that remain unresolved, the Parties agree that Harju County Court in Tallinn, Estonia, shall have exclusive jurisdiction over any charges brought against Zone, and non-exclusive jurisdiction over any charges brought against the Customer.