Terms and Conditions

Date of last change: 01.06.2024

Introduction and Scope
1. These General Terms of Use (hereinafter referred to as "Terms of Use") govern the use of the services provided by Masterpages ÖU (hereinafter referred to as "Provider") by the user (hereinafter referred to as "User").
2. These Terms of Use apply to all current and future contracts between the Provider and the User regarding the use of the web portal [https://www.masterpages.com].
3. These Terms of Use exclusively apply to entrepreneurs within the meaning of the Estonian Commercial Code, legal entities under public law, or special public law funds.
4. Conflicting or deviating general terms and conditions of the User do not apply, even if the Provider does not expressly object to them. Acceptance or performance of an order without reservation does not constitute acceptance of such terms.
5. Individual agreements made between the User and the Provider on a case-by-case basis take precedence over these Terms of Use.
Subject of Services
1. The Provider offers the User a web portal through which the User can utilize certain services or products.
2. The Provider’s services include:
  - Providing the web portal for browser-based use in an area accessible only to registered users;
  - Providing storage space on servers of an external service provider for hosting the content created via the web portal;
  - Support services, i.e., technical support by the Provider through a chat function on the Provider's website.
3. The Provider is entitled to provide the services wholly or partially through subcontractors. The use of subcontractors does not release the Provider from the obligation to fully perform the contract with the User. The Provider ensures to only collaborate with subcontractors who deliver their services according to the latest technological standards and are bound to equivalent confidentiality and data protection rules.
Registration and Contract Conclusion
1. To use the web portal, the User must register with their name and email address. No software installation is required; access to the web portal is browser-based.
2. The web portal is available exclusively to entrepreneurs. By registering, the User confirms that they are an entrepreneur within the meaning of the Estonian Commercial Code.
3. Registration to use the web portal is free of charge. Upon successful registration, the User receives a confirmation email from the Provider. The contract between the Provider and the User is concluded when the confirmation of registration is received by the User.
4. Upon registration, the User initially receives limited access to the “Kickstart Plan.” After logging in, the User can upgrade or downgrade to a different plan in their user account.
5. By clicking the "Upgrade" button and completing the subsequent payment process, the User enters into a contract for the use of the selected paid plan.
6. After the successful completion of the payment process, the User receives an email confirmation from the Provider regarding the paid upgrade and a payment receipt. The contract for the paid module is concluded upon receipt of the upgrade confirmation.
Contract Duration and Termination
1. The minimum contract term is one month for monthly licenses and 12 months for annual licenses.
2. For monthly licenses: The contract can be terminated at any time at the end of the minimum contract term. If not terminated or not terminated in time, it is automatically extended by one month each time.
3. For annual licenses: The contract can be terminated at any time at the end of the minimum contract term. If not terminated or not terminated in time, it is automatically extended by one year each time.
4. Termination must be in written form (via email).
Usage Rights
1. The Provider grants the User a simple, non-transferable, and non-sublicensable worldwide right to use the web portal for the purposes listed in Section 2.2 for the duration of the contract term. The usage right also includes user documentation and support pages.
2. The User is not entitled to make access data available to third parties or pass it on to third parties. Exceptions are service providers, agencies, or other contractors acting on behalf of the User and needing these access data to fulfill their tasks. These individuals or organizations must commit to treating the access data confidentially and using them exclusively for the intended purpose. In this case, the User remains responsible for maintaining the confidentiality and security of the access data.
3. If the User uses the web portal for purposes other than those regulated in these Terms of Use or violates these terms, the Provider is entitled to exclude the User from using the web portal. This particularly applies if the User offers illegal or immoral content or content violating third-party rights on the websites created and hosted via the web portal. Further claims, e.g., for damages, remain reserved.
Fees and Payment Terms
1. For the paid modules of the web portal, the license fees shown to the User in their user account under "Price Plan" apply.
2. The license fees are net plus the applicable statutory VAT.
3. The license fees are payable in advance without deduction. Payment is only possible online through an external payment service provider.
4. If the User is in default of payment, the statutory provisions on payment default apply.
5. If the User is in default of payment, the Provider is entitled, after a reasonable final deadline, to suspend the User's access to the web portal until the outstanding payments are settled. The obligation to continue paying the agreed license fee remains even during the access suspension due to payment default.
Provider Obligations
1. The Provider will maintain the system availability of the web portal.
2. The Provider assumes no responsibility for the content and data on the website created by the User via the web portal, especially not for any illegal content. The Provider is not the provider of the User-created website and is therefore not obliged to review the content of the User-created websites without cause.
3. If a third party claims a legal violation by the content of the User-created websites, the Provider is entitled to block the website entirely or temporarily if there are doubts about the legality of the content. The Provider will ask the User in such a case to immediately stop the violation or to demonstrate the legality of the content. If the User does not comply with this request, the Provider is entitled to terminate the contract for cause without notice and to block the User's access to the web portal, without prejudice to further rights and claims.
4. The Provider will take and maintain appropriate technical and organizational measures to protect personal data processed by the Provider, in accordance with the applicable data protection regulations, as described in the privacy policy available at [URL of the privacy policy].
5. The Provider may create analyses using technical user data and information resulting from the User's use of the web portal. The analyses will be anonymized and aggregated. Unless otherwise agreed, personal data managed by the User via the web portal may only be processed by the Provider to provide the services according to Section 2.2. Anonymized and aggregated analyses may be used for the following purposes:
  - Improving the performance of the web portal and developing new functionalities;
  - Enhancing resources and support for the web portal;
  - Reviewing security and data integrity;
  - Identifying industry trends and developments;
  - Creating indices and anonymous benchmarking.
6. The User grants the Provider a purpose-bound right to use the data and content processed via the web portal limited to the purposes mentioned in Section 7.5.
User Obligations
1. The User is responsible for the content of the website created by them via the web portal. The User commits not to offer any illegal or third-party rights-violating content on the websites created via the web portal.
2. The User is the provider within the meaning of the Estonian Information Act and is responsible for operating the website in compliance with applicable law.
3. The User is solely responsible for assessing the suitability of the web portal for their business operations and complying with all legal obligations of a website provider. The User must provide and maintain the IT infrastructure necessary for using the web portal at their own expense. The Provider is not responsible for the functionality and performance of the User's end device and IT infrastructure.
4. Fulfillment of the User's obligations under this Section 8 is a prerequisite for the proper provision of services by the Provider.
5. During the contract term, the User can access the content of the website created by them via the web portal at any time. Unless otherwise regulated in these Terms of Use, the User retains all rights to the content of the website created by them in relation to the Provider.
6. Upon termination of the contractual relationship, the User can request the Provider to give them the technical capability to export contact data obtained via the website before the end of the contract term.
7. After the contract ends, the Provider is entitled to continue using the User data and analyses exclusively for the purposes described in Section 7.5, unless the User expressly objects to this use by the time the contract ends. These are subject to the agreed confidentiality rules according to Section 10.
Warranty and Liability
1. The Provider warrants that the web portal will meet the agreed functionalities and will not infringe any third-party rights during the provision of the web portal for use.
2. The Provider remedies defects in the web portal at their discretion by eliminating the defects or providing a new defect-free web portal. One way to remedy defects is to show a reasonable method to avoid the effects of the defect. For legal defects, the Provider may, at their discretion, (i) secure the right to use the web portal in accordance with the contract, or (ii) replace or modify the web portal so that the allegation of legal infringement no longer exists, without unreason ably impairing the contractual use.
3. The User is obligated to inform the Provider of any defect without delay with a detailed description of the reason.
4. The Provider is not liable for defects and is not obligated to support in the case of defects or errors that occur without the Provider's fault, especially due to improper, non-contractual, or unauthorized use of the web portal.
5. Warranty rights arising from quality defects expire 12 months after the provision of the web portal for use.
6. In all cases of contractual and non-contractual liability, the Provider compensates damages or reimburses futile expenses only to the extent specified below:
  - The Provider is fully liable for intent, for gross negligence, and for the absence of a guaranteed quality, but only up to the foreseeable damage that was prevented by the violated obligation or guarantee.
  - In all other cases, the Provider is liable only for the violation of an essential contractual obligation (cardinal obligation). A violation of a cardinal obligation exists when the violation of an obligation makes the proper performance of the contract possible in the first place or jeopardizes the achievement of the contract's purpose and the compliance with which is regularly relied upon.
  - The Provider is not liable for indirect damages or consequential damages, regardless of their legal basis, including lost profit or loss of goodwill, for futile expenses resulting from a malfunction of the web portal.
7. The defense of contributory negligence remains unaffected. The above limitations of liability do not apply to liability for personal injuries and liability under the Estonian Product Liability Act.
8. All claims against the Provider for damages or reimbursement of futile expenses in contractual and non-contractual liability are subject to a limitation period of one year. The limitation period begins at the time specified in § 146 para. 1 of the Estonian Law of Obligations Act. It expires at the latest five years after the claim arises. The provisions of sentences 1 to 3 of this Section 9.8 do not apply to liability for intent or gross negligence, for personal injuries, or under the Estonian Product Liability Act. The different limitation period for claims due to material and legal defects (Section 9.5) remains unaffected by these provisions.
Data Protection and Confidentiality
1. In fulfilling the contract, the Provider will comply with the applicable data protection regulations (in particular the General Data Protection Regulation (GDPR) and the Estonian Data Protection Act). The Provider will also impose the data protection obligations on their employees and subcontractors.
2. The Provider is entitled to publicly use the User’s company names and logos for reference purposes, particularly in reference customer lists or in the context of marketing activities (including references, success stories, publicly reproduced customer opinions).
3. The Provider and the User commit to keeping confidential any information received during the contract performance and using it only for fulfilling the contractual obligations. The parties will take all reasonable measures to ensure the confidentiality of this information.
4. The above obligations do not apply to confidential information that:
  - was independently developed by the recipient without recourse to the disclosing party's confidential information,
  - became publicly available without breach of the contract by the recipient,
  - was lawfully received from a third party entitled to provide such confidential information,
  - was known to the recipient at the time of disclosure without restrictions,
  - is exempted from the above regulations with the written consent of the disclosing party.
Final Provisions
1. The place of performance for all obligations arising from this contract is the Provider's registered office.
2. The law of the Republic of Estonia applies, excluding the UN Convention on Contracts for the International Sale of Goods.
3. The exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the Provider's registered office. However, the Provider is entitled to assert claims against the User at the User's general place of jurisdiction.
4. Should individual provisions of this contract be or become ineffective or unenforceable after the contract conclusion, the validity of the contract as a whole remains unaffected. Instead of the ineffective or unenforceable provision, a valid and enforceable regulation shall apply, whose effects come closest to the economic objective pursued by the parties with the ineffective or unenforceable provision.
Arbitration and Class Action Waiver
1. Binding Arbitration: All disputes arising from or in connection with these Terms of Use, the use of the website, or the Provider's services will be resolved by binding arbitration. A court judgment on the arbitration award can be obtained in any competent court.
2. Class Action Waiver: The User agrees that any dispute will be resolved only on an individual basis and that no class or representative actions are allowed.
Amendments to the Terms of Use
1. Amendments by the Provider: The Provider reserves the right to change these Terms of Use at any time. Changes will be announced to the User by publication on the website or by direct notification. Continued use of the website after such changes constitutes acceptance of the amended terms.
2. Notification of Changes: The User will be informed of significant changes by email or a notification on the website.
Waiver and Severability Clause
1. No Waiver: The Provider's failure to enforce any right or provision of these Terms of Use does not constitute a waiver of such right or provision.
2. Severability Clause: If any provision of these Terms of Use is found to be invalid or unenforceable, the remaining provisions will remain in effect, and the invalid provision will be replaced by a valid provision that most closely approximates the economic purpose of the invalid provision.
Electronic Communication
1. Consent to Electronic Communication: By using the website, the User agrees to receive electronic communications from the Provider. These communications include notices, agreements, legally required disclosures, and other information in electronic form.
Additional Provisions for Specific Services
1. Additional Agreements: Additional conditions may apply for certain services or products, which will be communicated to the User at the time of ordering or using these services or products.
Affiliate Terms and Conditions
1. Contract Conclusion: By accepting these Terms of Use, the User enters into a contract with Masterpages ÖU, enabling them to recommend Masterpages software for a commission. By participating in the referral program, the User receives a personal referral link through which they can recommend Masterpages.
2. Participation and Compensation: By accepting these Terms of Use, you agree to participate in the Masterpages ÖU referral program. For each successful referral resulting in the purchase of Masterpages ÖU software through your personal referral link, you will receive a commission. This commission will be credited as a virtual credit to your affiliate account and will be visible in your account.
3. Credit Payment: The earned commission will be credited to the User's affiliate account and can be paid out once it reaches an amount of €50. Once the affiliate account reaches this minimum amount, the virtual credit can be requested for payment. Masterpages ÖU undertakes to transfer the requested amount to the account specified by the User, in compliance with applicable legal regulations and deadlines. A credit note will be issued for this. With the transfer of the commission, all outstanding items are covered. The User enters into a business relationship with Masterpages ÖU as an independent entrepreneur or company. This independent entrepreneur or company is responsible for the proper payment of any taxes in their respective home country.
4. Confirmation of Participation: By accepting these Terms of Use, you agree to the above conditions and confirm your participation in the Masterpages ÖU referral program.