- We, Nuova OÜ, (hereinafter referred to as “Nuova OÜ” and “We”, “we”) operate the Pipechat app that is accessible through www.pipechat.app (the “website”).
General Terms and Definitions
- “Customer” means the individual or legal body subscribing to the Services. This also includes legal persons, administrators or subcontractors of the customer, if the latter has a mandate from the client in this respect. A customer may subscribe on behalf of several users.
- “Business day” means any weekday other than a bank or public holiday in Estonia.
- “Data Protection Laws” means all national applicable laws relating to the processing of Personal Data.
- “Force Majeure Event” means an event or a series of related events that is outside the reasonable control of the party affected, including failures of the Internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks, and wars.
- “App”, “Pipechat” means the entire system of:
- the Pipechat app listed on Pipedrive’s Marketplace;
- the Pipechat Chrome extension needed for it to function. The Chrome extension will add a sidebar to the WhatsApp Web.
- the Pipechat website
- “Services” means any services related to the Pipechat app that Nuova OÜ provides to you or has an obligation to provide to You according to the services displayed on the website and, subsequently agreed upon.
For whom do these terms apply?
Registration and Contract Formation
- Contract formation under a pseudonym or using false or incorrect data is not permitted. Should your personal information change, you must update all data immediately and inform Nuova OÜ accordingly.
- We have no obligation to let you enter into this agreement. We may refuse your request at any time without providing any reason. In that case, we will, of course, delete any information and data you have already disseminated, in accordance with the applicable law.
- The subject-matter of this Agreement is to define the mutual obligations for the use of Pipechat.
- Nuova OÜ may be improving its products on a regular basis and may also need to change technical features from time to time for that purpose. Accordingly, you acknowledge and agree that the functionality of Pipechat may vary from time to time. Technical requirements for the use of Pipechat and features descriptions are available on the website.
Engagement of outsourcers
- You explicitly authorize and acknowledge that Nuova OÜ may rely on outsourcers when providing Services to you.
- Nuova OÜ agrees that any company that the Services may be outsourced to are only allowed to perform the Services upon the explicit written instruction of Nuova OÜ.
- You may inform us of any objection you may have regarding this engagement. As long as no objection has been received within 7 days from the engagement, replacement or addition of an outsourcer, the latter will be deemed as having been accepted by you. If an objection has been received within this delay, Nuova OÜ will discuss with you about your reasonable concerns and try to remedy the situation in good faith.
- Nuova OÜ is bound by secrecy in respect of any information received from you and will not disclose such information to any third party except where required to do so in accordance with our outsourcing rules or by any court or regulatory authority and then only to the extent necessary.
Right of withdrawal for customers and users
- You agree to indemnify and hold Nuova OÜ harmless from and against all claims, liabilities, and costs (including attorney’s fees and other costs incurred for the defense) including claims for damages resulting from:
- Infringement of the rights of other users or third parties, including government agencies by the content posted by you on Pipechat, or due to your use of Pipechat;
- Your unauthorized or abusive use of Pipechat or any part thereof;
Any further rights and remedies, including claims for damages we may have, remain unaffected.
Exclusions, warranty and liability limitation
- Except in case of willful misconduct or intentional breach, or in the event of personal injury caused by a defect in the services provided by Nuova OÜ, in no event shall Nuova OÜ be liable for any indirect loss or damage whatsoever including but not limited to lost profits that you may incur as a result of use or reliance upon any content, loss of intangible goods, or for damages that are not foreseeable (including as to their extent), arising out of the use and/or impossibility to access Pipechat and or unauthorized access to it by a third party and/or any other cause related to Pipechat.
- You agree and acknowledge that you are in a better position than us to foresee and evaluate any potential damage or loss that you may suffer in connection with the Services of Nuova OÜ and that accordingly the exclusions and limitations contained in this clause are reasonable. You undertake at all times to mitigate any such damage or loss.
Pricing and payment terms
- The prices for the use of Pipechat Services are based on the pricing set out at the date when you had acquired the services made available on the website. Payment must be made in full for the continued performance of the Services.
- You agree to pay the applicable fees and any applicable tax or fee that may accrue in relation to the Services you acquire. Your payment may be subject to foreign exchange fees or differences in prices based on location (e.g. exchange rates). It falls under your responsibility to bear any additional costs as a result of this.
- Nuova OÜ may change Pipechat’s prices at any time without any prior notice to any of its users. The new prices will only apply in case your subscription had ended prior to the moment when you re-subscribe. In case your subscription is active at the time when we change the price the amount you had initially paid for your subscription will still be applicable.
- If you are in default with any payment obligations (immediately after the first non-payment), we are entitled to deny access to Pipechat and/or terminate our agreement with you without notice.
- The invoices for each payment will be sent to you by e-mail to confirm your purchase of our service. In addition, invoices can also be downloaded autonomously as explained on the website.
- We reserve the right to assert further claims for default of payment.
- Payments can only be done via credit card. Payments are handled by Chargebee and executed by Stripe;
Duration and termination of your contract
- The duration of your contract depends on the payment option you had opted for, i.e. monthly or yearly.
- Agreement for a definite period of time will be in force until the end of the agreed period and will renew automatically for the same period of time unless you or we terminate it before the end of the current period.
- If you terminate a current subscription, you will still be able to use our services until the end of the current active term (irrespective of whether your subscription was monthly or yearly).
- Any and all refund payments to you will be made in the same form as you initially made the payment or in any other form as mutually agreed upon.
- Nuova OÜ may at any time terminate the agreement with you if you:
- Nuova OÜ is required to do so by law;
- If either party become insolvent; or enters into any kind of composition, scheme of arrangement, compromise or arrangement involving that party and its respective creditors generally (or any class of them) save for the purposes of a bona fide company reorganization; or is unable to pay its debts; or is the subject of an order for the seizure of the assets or a substantial part thereof of that party made by any court having jurisdiction.
Complaints and possible downtime/bugs
- Nuova OÜ will offer technical support to all clients to a necessary degree.
- In the scenario where Nuova OÜ is unable to replicate an incident and there has been no recurrence of the incident for a period of one month from the reported occurrence, the incident will be deemed “No fault found” and Nuova OÜ will take no further action.
- A complaint from a user needs to be raised in writing or by e-mail to Nuova OÜ within 14 days. Nuova OÜ will complete the investigation of the issues raised. Where this requires access to saved or archived data, transcription files or other digital data, you hereby authorize Nuova OÜ to have unlimited access to this information to allow the complaint investigation to be fulfilled.
- Nuova OÜ will use its reasonable endeavors to complete the investigation within a reasonable time period since the complaint has been raised. Should the dispute be upheld, Nuova OÜ and you will work together to decide on the best course of redress.
- Nuova OÜ is not liable for additional claims or compensation due to a lack of operation of services that are not part of the terms agreed upon during the negotiation process. Nuova OÜ does not warrant or represent that the operation of Nuova OÜ will be uninterrupted, or error-free regardless of the service that you had acquired.
- In the event of a subscription made by a user and Pipechat is not available due to technical reasons or a total time of 120 hours in a 30-day time period, and this is acknowledged by Nuova OÜ, we will compensate you a proportionate amount of the subscription amount.
- The number of licenses available is determined by the subscriptions acquired by a customer. One customer may purchase more than one multi-seats subscription. Therefore, a license is restricted to the number of users applicable to a given subscription. The license is granted only for the sole purpose of using the Services under this Agreement and for the Client’s own lawful internal purposes. Unless otherwise mentioned in writing, the license cannot be transferred or (sub-)licensed to any other third-party, in whole or in part, without the prior written approval of Nuova OÜ.
- Except for the rights of use and other rights specifically granted herein, no other rights are granted to you, either express or implied, and no obligation shall be implied requiring the grant of further rights. You hereby expressly acknowledge that the use of a Service provided by Nuova OÜ does not involve or imply a transfer of any Intellectual Property Rights to the former.
Permission is granted to temporarily download one copy of the materials (information or software) on Pipechat's website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license, you may not:
- modify or copy the materials;
- use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
- attempt to decompile or reverse engineer the App and any of its parts;
- remove any copyright or other proprietary notations from the materials; or
- transfer the materials to another person or "mirror" the materials on any other server.
This license shall automatically terminate if you violate any of these restrictions and may be terminated by Nuova OÜ at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
- In addition, Nuova OÜ represents and warrants that:
- all of its services will be performed using sound, professional procedures and in a proficient and professional manner;
- Its networks, software, databases, routers or operating systems and computer system are compliant with and are adequately set up in accordance with pertinent industry standards and that it is knowledgeable as to such pertinent industry standards;
- It utilizes commercially reasonable security policies to protect the information of its clients. Such policies and procedures shall include, but not limited to, utilizing best efforts to protect its computer systems and databases from unauthorized access or tampering. In addition, Nuova OÜ or its collaborators will immediately notify you of any known or suspected security breach. We will work with you to immediately correct any security deficiency;
- In light of the above, it is not to be understood that you are discharged of your own responsibility to safeguard your activity gear, software, telecommunications and Internet connections against viruses, computer crime, illegal use by third parties or other unauthorized use. You are responsible for any activity using your account, whether you authorized that activity or not;
- No waiver
- Applicable law
Disclosing the rules available under Regulation EU No 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (recast), also known as Brussels I Regulation Recast (which provides special jurisdiction rules) and other similar applicable laws to the fullest extent possible, the Estonian courts will be exclusively competent.
Any notice to be served under this Agreement is to be delivered or sent by registered post or e-mail as follows:
- To you: at the address or email address provided by you in the registration process;
- To Nuova OÜ at:
Sepapaja 6, Tallinn 15551, Estonia