Terms of Service
Effective date: 28.12.2020
We Eurostep Digital OÜ, are a private limited company, incorporated under the laws of Estonia, registration code 14248577, registered address Telliskivi st 60/1-20, 10412, Tallinn, Estonia (hereinafter “Eurostep Digital”, “we”, “us” or “our”). Eurostep Digital operates the website eurostepdigital.com and its subdomains (hereinafter the “Web Site”), and the software, databases, interfaces, associated media, documentation, updates, new releases and other components or materials incorporated therein or integrated therewith (hereinafter collectively the “Platform”).
Through the Platform, we aim to provide our customers with the information services described in these terms of service (hereinafter “Terms of Service”) and on the Platform. Any service made available by Eurostep Digital via the Platform is hereinafter referred to as the “Service” or the “Services”.
Terms of Service apply to all persons who use the Services. The term “Customer” or “you” refers to a natural person or a legal entity who has entered into the Agreement with Eurostep Digital.
By accepting these Terms of Service and/or by using the Services you confirm that you have carefully read and understand these Terms of Service and that you agree to be bound by the Terms of Services and policies referenced herein. Once accepted by you, the Terms of Service form a legally binding contract between you and Eurostep Digital for using the Platform and Services (hereinafter the “Agreement”).
- The Platform offers the various Services related to Corporate Governance Services, Company Information Services and Corporate Action Services.
- Eurostep Digital is committed to developing and improving the Services on an ongoing basis. This means that the exact scope and content of the Services made available through the Platform is evolving and may vary from time to time. Up to date information about the content of the Platform and Services is provided on the Web Site.
- ACCESSING THE SERVICES
- For accessing the Services, the Customer shall register via the Web Site, accept the Terms of Service and create an account (hereinafter the “Account”). For those Services the access to which require payment of a fee, the payment shall be made in accordance to these Terms of Service to access the Services.
- The Customer shall be responsible for maintaining the confidentiality of any username, passwords and other log-in details used to access the Services. The Customer shall inform Eurostep Digital immediately if the Customer believes the security of the Customer Account has been compromised. Sharing log-in details and providing access to the Services to third parties by the Customer constitutes a material breach of these Terms of Service and is, without limitation, a cause for immediate revocation in accordance with clause 9.3.
- If you are a natural person, you may not access the Services if you are not operating in economic and professional activity and you are not at least 18 years of age. If are accessing the Services on behalf of a legal entity, you may not access the Services if you do not have the legal authority to bind that entity.
- RIGHTS GRANTED TO THE CUSTOMER & RESTRICTIONS ON USE
- Subject to the Terms of Service, the Customer is granted a limited, revocable, non-exclusive license to use the Platform and Services, in accordance with these Terms of Service.
- The Platform (including all features on and content created by Eurostep Digital on the Platform) and the Services are either licensed to or solely and exclusively owned and operated by Eurostep Digital. Intellectual property rights, including, but not limited to, any and all copyrights, trademarks, service marks and trade names contained in the Platform and the Services, are owned by Eurostep Digital, its affiliates and/or third – party licensors.
- The Customer is not allowed to lease, rent or commercialise in any way the software or other features provided via the Platform or the Services. The Customer shall not provide third- party access to the Platform or Services. The Customer confirms that it understands that the use of the Platform and/or Services does not grant the Customer any rights of ownership or otherwise in of any content available on the Platform or via the Services.
- Unless provided by applicable law, the Customer shall not modify, translate, disassemble, decompile or re – engineer a part or the whole of the Platform or Services. The Customer shall not copy, distribute or publish any content of the Platform or Services or any information obtained or derived therefrom, unless provided by applicable law or unless otherwise permitted by Eurostep Digital.
- It is prohibited to:
- use the Platform or Services for any unlawful purpose;
- solicit others to perform or participate in any unlawful acts;
- violate any international or local regulations, rules and laws;
- harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
- submit any false or misleading information;
- upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the software or Services;
- spam, phish, pharm, pretext, spider, crawl, or scrape the Web Site;
- use the Services for any obscene or immoral purpose;
- interfere with or circumvent the security features of the Platform or Services or any related website, other websites, or the Internet;
- use the Platform or Services if you are not able to form legally binding contracts (for example if you are under 18 years old), or are temporarily or indefinitely suspended from using our sites, services, applications or tools;
- transfer your account to another party;
- circumvent any technical measures we use to provide the Services.
- CUSTOMER CONTENT & LICENSE TO EUROSTEP DIGITAL
- The Customer shall retain all rights, including intellectual property rights, to any content, data and information uploaded by the Customer to the Platform during the use of the Services (hereinafter the “Customer Content”), subject to any third party rights and the terms of any licence under which you use such Customer Content.
- In order to provide the Services and operate the Platform, Eurostep Digital requires a license to use the Customer Content. For that purpose, the Customer hereby grants Eurostep Digital a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sub-licensable, and transferable license to reproduce, distribute, modify, adapt, prepare derivative works of, publicly display and publicly perform and otherwise use or exploit the Customer Content, in any and all media or distribution methods now known or later developed, subject to these Terms of Service and the confidentiality obligations of Eurostep Digital.
- The Customer is and shall remain solely responsible for any and all Customer Content that it creates and/or uploads using Services. Specifically, youagree, represent and warrant that you have all necessary rights and consents to create, upload and/or license the Customer Content and that you have the right to use all materials of which the Customer Content is comprised and that such content will not contravene any applicable law or provision of these Terms of Service.
- PAYMENT & APPLICABLE FEES
- The Services are subject to fees (hereinafter the “Fee”), that may include a subscription-based fee (hereinafter the “Subscription Fee”), and/or other fees for additional services, provided that the Customer has selected to order such additional services subject to additional fee, payable as according to the respective Order. “Subscription” means a subscription to access the Platform and Services, purchased in accordance with the Terms of Service. “Order” means the order for Subscription or other Service subject to the Fee.
- All pricing information is available on the Web Site. Eurostep Digital reserves the right to change prices and to add, alter, or remove special offers from time to time and as necessary and in accordance with applicable laws. Changes will not affect Orders that have already been purchased but may affect renewals of Subscriptions or Orders made in the future.
- Prices on the Web Site do not include VAT or other applicable taxes. The Customer shall be responsible for paying and withholding all applicable taxes (if any).
- The Customer will be guided through the Order process when making a purchase. The Fees are not refundable. Before confirming a purchase, the Customer will be given the opportunity to review chosen Order and amend any errors in the Order. Please ensure to check carefully before confirming your purchase.
- The acceptance of the Order made the Customer by Eurostep Digital will be indicated by Eurostep Digital sending the Order confirmation to the Customer by email and/or via Platform. Generally, the Order confirmations contain the following information:
- Confirmation of the Order;
- pricing information;
- other necessary details related, as applicable.
- Payment for the Order will be due at the time of purchase. Chosen payment method will be billed immediately upon confirmation of the Order.
- Payment methods accepted by Eurostep Digital at any given time are provided on the Web Site.
- PRIVACY & DATA PROCESSING
- To the extent that Eurostep Digital processes personal data made available by the Customer in the course of using the Services, Eurostep Digital is the Customer’s processor and the Customer is controller as these terms are defined in the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council (‘GDPR’).
- The Data Processing Agreement appended as Annex 1 to these Terms of Service govern the processing of personal data by Eurostep Digital as processor on behalf of the Customer and forms integral part of the Agreement.
- CONFIDENTIALITY & PERMITTED USE OF THE SERVICES
- Please note that some of the information and materials made available through the Customer’s use of the Platform and the Services are subject to confidentiality obligations. The Customer agrees to keep such information and materials confidential and not to disclose Confidential Information (as defined below), without the consent of the original publisher of the Confidential Information.
- “Confidential Information” shall mean any and all information relating to the companies, their assets, business, or affiliates, including without limitation, legal information, financial information, operations information, environmental information, patents, work methods, processes, procedures, trademarks, IT systems, software, trade secrets, client lists, and other proprietary business information, made available through the Services by or on behalf of such companies, irrespective of the form of the information or the manner in which such information is communicated including such information as comes to the attention of you or persons engaged by you in connection with using the Services and the Platform. The term “Confidential Information” shall also include all notes, analyses, compilations, studies, interpretations, or other documents made available. Confidential Information shall not include any information that is or becomes a public knowledge other than as a result of the information being disclosed in breach of these Terms of Service, or information that was obtained from a third party who rightfully received the information and was not prohibited from disclosing it.
- The Customer hereby confirms that the Customer recognizes and agrees that the Confidential Information consists of valuable and unique assets that are the exclusive property of its original publisher and the Customer agrees to keep the confidentiality of the Confidential Information. The Customer shall be responsible to implement appropriate organisational and technical measures to prevent the unauthorised access or disclosure (whether intentional or accidental) of the Confidential Information accessed or made available via the Platform. In case of breach of this confidentiality undertaking by the Customer or by any person engaged by the Customer (including any person to whom the Customer has granted access to the Services or information herein, or to whom the Customer has created an account to use the Services and Platform), the Customer shall be liable to compensate the damages caused by the breach, without prejudice to any other remedies available.
- CONTACT DETAILS & NOTICES
- All notices between the Customer and Eurostep Digital (including any invoice, notice or other communication) in connection with these Terms of Service shall be communicated in writing by e-mail, via Web Site or via Platform.
- The Customer undertakes to ensure, at all times, that its e-mail address disclosed upon registering is valid and in working order.
- Any notice sent to the Customer’s e-mail address provided upon registration and/or via the Platform shall be deemed to be received by the Customer after 5 (five) calendar days have passed from sending such notice.
- TERM & TERMINATION
- The Agreement concluded on the basis of these Terms of Service shall be the duration of time specified in the Order of the Customer.
- Both the Customer and Eurostep Digital have the right to cancel the Agreement ordinarily, by serving the other party a thirty (30) days prior notice.
- Eurostep Digital is entitled to terminate the Agreement extraordinarily if the Customer has committed a material breach of any of the Terms of Service, and has not remedied such breach within 10 (ten) days after being notified by Eurostep Digital.
- The following Sections of the Terms of Service shall survive the termination or expiration of this Agreement: 7 (Confidentiality & Permitted Use of the Services); 10 (Liability & Indemnification); 11 (Governing Law & Jurisdiction); 12 (Miscellaneous).
- LIABILITY & INDEMNIFICATION
- The Platform, the Services and any content or features made available in conjunction with or through the Platform or the Services is provided “as is” and “as available”, without any warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Eurostep Digital disclaims all warranties.
- The content made available via the Platform and by your use of the Services is for informational purposes only. The Customer should not construe any such information or other material as legal, tax, investment, financial, or other advice. The Customer agrees that any information on the Web Site or Platform does not constitute a comprehensive or complete statement of the matters discussed on the Web Site.
- Eurostep Digital does not guarantee that the information contained on the Web Site or information made available via the Platform and/or via the use of the Services is accurate and complete. Eurostep Digital assumes no responsibility for any Losses incurred by Customer as a result of its use of the Services and/or the Platform, howsoever arising. For the purpose of these Terms of Service, “Losses” means all claims, liabilities, actions, obligations, debts, damages, costs, expenses, losses, fines, penalties, fines, fees, judgements, and/or amounts paid in settlement (including legal fees).
- Upon change of any circumstances, Eurostep Digital has no obligation to update, modify or amend the information once made available via the Platform and by the use of the Services or to otherwise notify any recipient thereof if any opinion, prediction or estimate becomes inaccurate. The Customer undertakes to treat information made available via the Platform and by your use of the Services with critical care and attention. The Customer understands that after the date of publication the information may become outdated.
- Investing in shares, stocks, bonds, depository receipts, derivative instruments and other financial instruments involves a risk of loss. Loss of the whole investment is possible. Before making any decisions based on information made available via the Platform and by the Customer’s use of the Services you shall evaluate the possible risks. We shall not be liable or responsible for any of the Customer’s management or business decision. We shall also not be liable or responsible for any act of any current, future or possible investor, service provider, client or cooperation partner of the Customer or any other person related to the Customer in any way. The Customer alone shall assume the sole responsibility for evaluating the merits and risks associated with the use of any information made available via the Platform and by the Customer’s use of the Services.
- The Customer agrees to not to hold Eurostep Digital, its affiliates, directors, board members, employees or any third party service provider liable for any Losses arising as a result of any decision made by the Customer based on information made available via the Platform and by the Customer’s use of the Services.
- The Customer agrees to be liable to Eurostep Digital and will, to the fullest extent permissible by law, indemnify Eurostep Digital against any Losses resulting from any breach of the Customer’s obligations under these Terms of Service. The Customer will be responsible for any Losses suffered by Eurostep Digital as a result of such breach. The Customer agrees to indemnify and hold harmless Eurostep Digital, its affiliates, directors, board members, employees or any third party service provider to Eurostep Digital from and against any and all claims by any person, from and against loss and/or damages, costs, judgments, penalties, attorney’s and consultant’s fees, expenses and/or liabilities arising out of, involving from the use of the Services by the Customer or by any person engaged in the use of the Services by the Customer in violation of these terms of Service.
- The Platform and the Services may include links to other websites or services or to third party content. Eurostep Digital does not endorse any such linked sites or third-party content or the information, material, products, or services contained on or accessible through linked sites. Access and use of linked sites, including the information, material, products, and services on linked sites or available through linked sites is solely at your own risk.
- Eurostep Digital does not warrant or guarantee that the Services will be compatible with all or any hardware and software which the Customer may use, available all the time or at any specific time, uninterrupted, secure or error free, suitable for your requirements or free from viruses, interference, hacking or other security intrusion.
- Eurostep Digital does not guarantee that the use of the Services will always be uninterrupted, timely, secure or error-free. The Customer confirms that it understands that there might be occasions when the Service may be interrupted for an indefinite time period, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to the failure of telecommunications links and/or equipment. Eurostep Digital shall make its best efforts to notify of such scheduled events with reasonable time in advance.
- Eurostep Digital is dedicated to improving the Platform and the Services. Therefore, we may, from time to time provide or make available updates or upgrades, including, without limitation, bug fixes, service enhancements, new features, deletion of existing functions, or modifications. Updates will be governed by these Terms of Service, unless separate terms and conditions and privacy statement are provided with such updates, in which case that separate terms and conditions and privacy statement shall govern the updates.
- Eurostep Digital shall not be responsible for the following, among others:
- any permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Platform or Services;
- any interruption or cessation of transmission to or from the Platform or Services;
- any bugs, viruses, Trojan horses or the like, which may be transmitted to or through the Platform or Services;
- any decision made or any action taken by you in reliance of the data or recommendations provided by us;
- deletion of, corruption of, or failure to store any content or data;
- any disclosure, loss or unauthorized use of the login credentials due to your failure to keep such credentials confidential;
- the incompatibility of technologies used for accessing the Platform and Services, for example if certain features, functions, parts or elements of the Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet.
- In any case, the total aggregate liability of Eurostep Digital for the violation of these Terms of Service shall be limited to the amount which is equal to the amount actually paid by the Customer to Eurostep Digital for the yearly use of the Services in the year in which the cause for liability arose, regardless of whether the fee payable is subject to monthly payments or yearly payment. If the fee paid by the Customer to Eurostep Digital is 0 euros, then the entire liability of Eurostep Digital shall be limited to 0 euros as well. The limitation is not applied in case of wilful breach of this Agreement.
- GOVERNING LAW AND JURISDICTION
- These Terms of Service shall be governed by the laws of the Republic of Estonia.
- Any disputes arising from these Terms of Service shall be settled in the Harju County Court in the Republic of Estonia in the first instance.
- The Agreement is considered effective as of accepting the Terms of Service. For the avoidance of any doubt, the Customer may not use the Platform or Services before the acceptance of the Terms of Service.
- The Platform and the Services are only meant for persons operating in their economic and professional capacity, i.e. the Services and Platform are not directed at consumers. Therefore, consumer protection provisions of applicable law do not apply.
- The Agreement and these Terms of Service shall automatically extend to any new features, functions, enhancements and developments in the Platform and Services, including the release of new tools.
- If any term, condition or provision of these Terms of Service is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
- The failure by Eurostep Digital to exercise or enforce any provision of or any of the rights of Eurostep Digital under these Terms of Service shall not mean that we have deemed a waiver of future enforcement of that or any other provision or right.
- Non-performance of the obligations of Eurostep Digital under these Terms of Service shall be excused if it is caused by force majeure. Force majeure in the meaning of these Terms of Service are circumstances which are beyond the control of Eurostep Digital and which Eurostep Digital could not reasonably have been expected to take into account, avoid or overcome the impediment or the consequences thereof which Eurostep Digital could not reasonably have been expected to overcome.
ANNEX A PERSONAL DATA PROCESSING AGREEMENT
This personal data processing agreement (the Data Processing Agreement) is an annex to the agreement (the Agreement) between Eurostep Digital and the Customer (each also a Party and collectively the Parties) under which Eurostep Digital provides the Platform and Services (the Services).
In conneciton with the provision of the Services under the Agreement, Eurostep Digital processes certain personal data for the Customer. To ensure the secure, correct and lawful processing of personal data, the Parties have agreed to supplement the Agreement and enter into this Data Processing Agreement as an annex to the Agreement.
In case of a conflict between the Agreement and the Data Processing Agreement with regard to the processing of personal data, the Data Processing Agreement shall prevail and apply.
- GENERAL PROVISIONS
- The terms used in the Data Processing Agreement are used in the meaning given to them in Article 4 of the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council (hereinafter the GDPR) or in the meaning given to them in the Agreement.
- In the context of Article 28 of the GDPR, the Customer is the controller of the personal data transferred or made available to Eurostep Digital in the course of the provision of the Services and Eurostep Digital is the processor.
- GENERAL OBLIGATIONS OF EUROSTEP DIGITAL
- Eurostep Digital shall process personal data only in accordance with the applicable law, the terms of the Terms of Service and the terms of this Data Processing Agreement.
- GENERAL OBLIGATIONS OF THE CUSTOMER
- The Customer confirms and warrants that upon transferring any personal data to Eurostep Digital, the Customer has acquired all and any all necessary authorisations, consents and permits required by applicable law and the GDPR to submit such personal data to Eurostep Digital for processing by the latter.
- The Customer confirms and warrants that upon transferring any personal data to Eurostep Digital, Eurostep Digital is entitled to further process such personal data for the purposes of performing its obligations under the Terms of Service, including that Eurostep Digital can provide Services provided though the Platform to the data subjects.
- The Customer confirms and warrants that upon transferring any personal data to Eurostep Digital, all personal data submitted by the Customer to Eurostep Digital is accurate, true, relevant and necessary with reference to the performance of the Terms of Service.
- Eurostep Digital shall ensure the confidentiality of the personal data processed on behalf of the Customer.
- Eurostep Digital shall ensure that no unauthorised third parties can access the personal data processed on behalf of the Customer, for example, employees present in Eurostep Digital’s premises, who do not need access in relation to the performance of their duties or other service providers, for example, IT service providers etc., who in this specific case do not need access to the personal data in relation to the performance of their duties.
- Eurostep Digital shall ensure that all representatives and employees of Eurostep Digital and other persons who through Eurostep Digital come into contact with the personal data processed on behalf of the Customer are subject to the confidentiality obligation assumed under a contract or the law and Eurostep Digital shall ensure that their representatives, employees and other persons acting on their behalf maintain the full confidentiality of the personal data.
- Eurostep Digital shall ensure that all representatives and employees of Eurostep Digital, and other persons who through Eurostep Digital come into contact with the personal data processed on behalf of Customer have received appropriate training and instructions for the processing of personal data in accordance with the Data Processing Agreement and the applicable law.
- SECURITY MEASURES
- Taking into account the state of the art and costs of implementation, and the nature, scope, context and purposes of the personal data processing as well as the risk to the rights and freedoms of natural persons, of varying likelihood and severity, that may result from personal data processing, Eurostep Digital shall apply appropriate technical and organisational measures upon personal data processing to ensure the security of personal data.
- The Customer has the right to authorise an auditor to audit the activity of Eurostep Digital with regard to the performance of the Data Processing Agreement in accordance with the GDPR. The Customer shall notify Eurostep Digital of the audit reasonably in advance (at least two weeks) and shall be responsible for all costs arising in relation to such audit. The Customer or an auditor appointed by the Customer shall carry out the audit during regular working hours and so that the audit interferes with the regular business activity of Eurostep Digital as little as possible. The Customer and/or its auditor will not be granted access to Confidential Information belonging to Eurostep Digital, or a third party.
- PERSONAL DATA BREACH
- In case of a personal data breach or suspected personal data breach involving the Customer’s personal data, Eurostep Digital shall notify the Customer without undue delay. In case of a personal data breach Eurostep Digital shall send to the Customer a notification and provide such assistance as reasonably required by the Customer to comply with its legal obligations.
- If a personal data breach occurs, Eurostep Digital shall cooperate with the Customer to address the personal data breach as efficiently and quickly as possible and/or mitigate its possible adverse effects.
- Eurostep Digital shall document all personal data breaches involving Customer’s personal data and in accordance with the GDPR.
- RETURN, DELETION AND DESTRUCTION OF PERSONAL DATA
- Upon each request of Customer and/or after the termination of the Agreement, Eurostep Digital shall delete all personal data processed on behalf of the Customer within 180 days of the receipt of such request, unless Eurostep Digital has a legal basis to retain certain data.
- SUBPROCESSORS AND TRANSFER OF PERSONAL DATA TO THIRD COUNTRIES
- If Eurostep Digital uses subprocessors, Eurostep Digital shall assume full liability for the subprocessor to process personal data in accordance with the applicable law and this Data Processing Agreement.
- LIABILITY AND COMPENSATION FOR DAMAGE
- Eurostep Digital shall not be liable in any case for an administrative fine imposed on the Customer, or for any other Losses experienced by the Customer as a result of a violation by the Customer and/or if Eurostep Digital has not committed such violation
- The Data Processing Agreement shall be valid from acceptance of the Terms of Service (i.e. as the moment of conclusion of the Agreement) by the Customer until Eurostep Digital is processing personal data on behalf of Customer or until the end of the term of Agreement, whichever is the later.
- FINAL PROVISIONS
- The Data Processing Agreement shall be governed by the laws of the Republic of Estonia.
- Disputes arising from the Data Processing Agreement shall be resolved by negotiations or in Estonian courts, Harju County Court being the court of first instance.
Details of Processing
- DATA SUBJECTS
The shareholders, investors, employees and/or service providers of the Customer or other persons related to the Customer whose data is made available by the Customer in the course of using the Services.
- CATEGORIES OF PERSONAL DATA
The data processed may include the following data:
Identification data: first name, family name, date of birth, personal ID code, nationality, photo, gender
Contact data: address, country, e-mail, phone
Work/company related data: employer, place of work, occupation, position in the company, size of the shareholding, investment, education, previous working/business experience
Other data: other data that is entered by the Customer to the Platform or submitted to Eurostep Digital in the course of using the Services, such as contact lists, business experience, etc.
- PROCESSING OPERATIONS
Eurostep Digital processes the data in Eurostep Digital Platform in order to provided Services.
- PROCESSING PERIOD
The term of the Agreement between Customer and Eurostep Digital, as specified in Article 9.1 of the Terms of Service.