Subject of the Agreement
- On the basis of this Agreement Outis Nemo Ltd (Service Provider) – in exchange for a fee – provides the Contracting Party the use of Kameleo services (hereinafter ’Service’) available at www.kameleo.io webpages (hereinafter ’Webpage’) and operates the system that allows the Service to be provided (hereinafter as “System”) for the duration of the Agreement and subject to the terms and conditions hereof.
- As part of the Service, Service Provider provides the Service components and functions presented at the Webpage.
- When using the Service, constructed from the components it had selected, to handle and store personal data, Contracting Party acts in the capacity of a data controller. In this regard, while providing the Service, Service Provider is to be regarded as data processor because it only provides Contracting Party with the technological solutions necessary for data handling in the framework of the Service, but it does not carry out data controlling activities with regard to the personal data stored and handled in the System. Service Provider shall not use the personal data stored in the System for its own benefit or for the benefit of third parties, and it shall not disclose them.
Wordings and definitions start with capital letters, used as part of this Agreement bears the below meaning:
|Party||Service Provider or the Contracting Party alone|
|Parties||Service Provider or the Contracting Party together|
|GDPR||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)|
|Governmental Decree (Govt. Decree.)||Governmental decree on the detailed regulations of consumer’s and company’s relations nr. 45/2014. (II. 26.)|
|Civil Code||V. Act on the Civil Code of 2013|
|Contracting Party||Private individual or a legal entity contracting with the Service Provider in order to use its Services, including its related parties, legal representative person, employee or any other dependent person|
|Service Provider||Outis Nemo Ltd (address: 1126 Budapest, Hollósy Simon utca 3. 2. em. 2, reg.: 01 09 377749 tax nr.: 26302584-2-43)|
|Service Agreement or Agreement||The current Service Agreement with the timing, terms and conditions defined hereafter|
|Service||Software-based desktop services called ‘Kameleo’ altogether defined in details at the Webpage|
|Webpage||Webpage and sub-pages available at www.kameleo.io domain operated by the Service Provider|
|System||Supportive software and hardware environment required for the operation of the Services|
Execution of the agreement
- After confirming the registration to use the Service on the Webpage, Contracting Party accepts the provisions of the Agreement while providing the additional data by ticking the tick box and clicking on the registration button, which is regarded as the execution of the Agreement.
- Rights and obligations of Parties determined in this Agreement become binding as of that time and remain binding until the Agreement is terminated. Contracting Party shall fully comply with the provisions of the Agreement and warrants that they have concluded the Agreement on their own behalf and for their own benefit – or the legal entity they represent – and not on behalf of or for the benefit of third parties.
- Contracting Parties qualifying as consumers (i.e. using the Service for private purposes) can withdraw from the Agreement within 14 days of the registration in accordance with Govt. Decree. Contracting Party is entitled to this right of withdrawal only if the use of the Service has not been started in effect, i.e. no actual user account has been created, or no data has been revealed to the Service Provider which is required to the use of the Service, i.e. Contracting Party is not entitled to the right of withdrawal if Service Provider has already commenced performing the Agreement with Contracting Party’s consent before the 14-workday withdrawal deadline has passed. If Service Provider has commenced performance before the 14-day deadline has passed, Contracting Party is entitled to the right of cancellation. If Contracting Part indicated to by ticking the related indicating box during the registration that Service Provider is entitled starting providing the Service prior to the 14 days deadline has passed, Contracting Party is not entitled to any withdrawal. Upon exercising the right of cancellation, the Agreement is terminated with effect to the future, but Service fees for Services already rendered are not obliged to be paid back by the Service Provider.
Duration of the Agreement, cancellation of the Agreement by Contracting Party
- Parties enter into this contractual relationship (governed by the Agreement) upon the Contracting Party purchase any Service offered at the Webpage of the Service Provider with the exact subject of Services, defined at the sub-page of the Webpage dedicated to the chosen Service offering.
- Parties agree that Contracting Party becomes entitled to the use of the Service (and in the meantime Service Provider becomes obliged to allow the use of the Service) once the Service fee has been successfully paid and transferred by the Contracting party upfront in a whole by one of the payment methods listed at the Webpage.
- By the purchase of any Service, Contracting Party gives the Service Provider irrevocable express consent for the commencement of the delivery of the Service before the end of the 14-day period of the right of withdrawal from contract. In doing so the Contracting Party acknowledge losing the right of withdrawal by giving such a consent. The consent is considered received right upon a successful purchase of any Service is made by the Contracting Party. Service Provider immediately provides Contracting Party with a notification email containing the consent explicitly made by the Contracting Party upon purchase.
- In cooperation and by the means of trusted third-party financial service provider(s) the Service Provider offers and accepts various payment methods for the Contracting Party to settle the Service fee. The Service Provider prefers and encourages the use of reliable payment methods, as this serves the interest of both the Contracting parties and the Service Provider, promoting trustworthy and transparent business relationship on the long run. These reliable payment methods are hereinafter defined within the Agreement and on the Website as Selected Payments. The updated and actual list of Selected Payments are clearly defined and easily available at the Webpage. The Service Provider reserves the right to reassess and modify the list of Selected Payments at any time – therefore it is the responsibility of the Contracting Party to monitor with due care the payment methods before performing any purchase.
- In the case of the commencement of the Recurring Payment and thus the recurring service provision, the Contracting Party is immediately provided with a notification email – also containing the consent explicitly made by the Contracting Party upon purchase.
- In the case of Recurring Payment, the Contracting Party enters into a contractual relationship with Service Provider (both party give their irrevocable consent of accepting and concluding this Agreement upon a successful payment) for an undefined and unlimited period. The automatic recurring purchase of the Service and the actual Agreement in force may be terminated at any time with the effect of the end of the relevant billing cycle. In addition, the recurring service provision terminates with the effect of the end of the relevant billing cycle if the Contracting Party starts to use a non-qualifying payment method; either i) by changing the payment method used, or ii) the Service Provider reassessed the list of Selected Payments.
- In the case of payment methods not qualifying as Selected Payments, the Contracting Party will be required to manually renew the Service order and perform a manual purchase of the Service each time upon the expiration of the previous Service period. In such a case the contractual relationship is for a defined, limited period (defined on the Website at each Service offering). Performance of a successful payment subsequent to the expiration of the limited period of the chosen Service offering, represents the conclusion of a new Agreement under the terms and condition defined herein and in the definition of the chosen Service offering.
- Contracting Party may terminate the Agreement at any time with the effect of the end of the relevant billing cycle. This Agreement may be terminated i) under ‘My Account’ at the Webpage (kameleo.io/my-account), or ii) by sending a written notification through the Customer Service of the Service Provider (help.kameleo.io) (ticket).
- When the Agreement is terminated by Contracting Party, the Agreement terminates at 24:00 hours on the day of the cancellation. Parties agree that the cancellation of this Agreement by the Contracting Party does not automatically incur the repayment of the already paid Service fees by the Service Provider and the Agreement terminates between Parties. Contracting Party will be able to use and access the purchased Service offering until the end of the relevant billing cycle.
- When the Agreement expires (i.e. by the end of the relevant billing cycle) the Service Provider immediately revoke all relevant access and right of use from the Contracting Party and discontinues providing the Service, deletes the stored data, settings, content etc. within the required period detailed in the GDPR notification disclosed at the Webpage, in line with the relevant legal regimes. Data entries connected to Contracting Party will no longer be available or reproducible in its Systems for any other purposes than proving the fact of deletion.
- In the event of the Contracting Party terminates this Agreement, the Contracting Party is entitled to a refund of and up to the amount of the Service fee paid by such Contracting Party. Such refund is possible only if a written notification on the intent of termination is being sent through the Customer Service of the Service Provider (help.kameleo.io) within 24 hours from the time of activating the Service. As such, in the case of recurring service provision the Refund is available only at time of commencing the first billing cycle and within 24 hours from the time of activating the Service. In the case of the Contracting Party had the chance to try any Service offer of the Service Provider in the form of a promotion prior to the purchase, no refund is available for the Contracting Party – as the Contracting Party had reasonable amount of time and chance to pre-consider the actual purchase of the given Service offer. Promotion means any marketing campaign or special/selected offer of the Service Provider for using its Service offer(s) as a trial version free of charge (including voucher redemption) for a limited time period.
- The Contracting Party accepts that the refund is being processed within 14 days. Upon successful processing, the Service fee is refunded by bank transfer to the payment account of the Contracting Party (by default the one used at the time of the Service purchase).
- In the case of Selected Payments, the Service Provider charges no administrative fee for processing the refund (to the Selected Payment account of the Contracting Party). Contracting Party may have the option to ask the refund to be transferred by the Service Provider through wire transfer (to an account qualifying as a non-Selected Payment account). In this latter case Parties agree and accept that the Service Provider is entitled to charge an administrative fee of EUR 5 (+VAT, if applicable) for processing each refund to a non-Selected Payment account.
- In the event the Refund is requested to be transferred back to the Contracting Party’s account in a currency other then the one used at the time of the purchase of the Service subject to the Refund, Parties agree that the Service Provider will use a selected FX rate applicable for the day of the Refund. The converted amount of the Refund shall not exceed the amount of the original payment of the Contracting Party calculated with the relevant FX rate applicable on the Service purchase date.
- Each Refund claim is honored and manually processed by the Service Provider. Refunds therefore issued at the discretion of the Service Provider and may be accepted or rejected as such.
Termination of the Agreement by the Service Provider
- Service Provider may terminate the Agreement with a 15-day notice period without an obligation to explain.
- Service Provider may terminate the Agreement with immediate effect in case of a material breach of contract by Contracting Party. It is regarded as a material breach of contract especially but not exclusively if Contracting Party uses the Service in a manner or with a purpose that violates legislation.
- When the Service Provider terminates the Agreement with immediate effect, the Agreement terminates at 24:00 hours on the day of the cancellation, however, the Service Provider is entitled to immediately suspend the provision of the Service if it detects a breach of contract. In the case of suspending the provision of the Service, Service Provider is obliged to notice the Contracting Party without any delay about the breach of contract and request to stop the violating activity.
- When the Service Provider terminates the Agreement with a 15-day notice period, the Agreement terminates at 24:00 hours on the 15th day after the cancellation.
- Service Provider confirms cancellation of the Agreement by sending an e-mail to the e-mail address Contracting Party has provided or indicating on the user interface at the related sub-page of the Webpage.
- If the Service Provider terminates the Agreement because of a material breach of contract by Contracting Party, Service Provider is not obliged to pay back the fees paid by Contracting Party in advance (especially but not exclusively in the case of prepaid fees or fees of half-annum packages).
- When the Agreement is terminated by the Service Provider, Service Provider immediately discontinues providing the Service, deletes the stored data, settings, content etc. within the required period detailed in the GDPR notification disclosed at the Webpage, in line with the relevant legal regimes. Data entries connected to Contracting Party will no longer be available or reproducible in its Systems for any other purposes than proving the fact of deletion.
Rights and obligations of the Parties
Processing the personal data of natural person
- Contracting Party acknowledges and accepts that it is required to notify the affected natural persons regarding the details of any data collecting and data processing action in the manner required by applicable legislation, and to establish the conditions of lawful data processing and to act in accordance with them. Service Provider accepts no liability or obligation whatsoever if Contracting Party fails to fulfill its such obligations.
- In order to complete the procedures initiated by the affected natural persons (GDPR1 14-19.§), the Service Provider provides Contracting Party with functions and documentation on the Webpage with the help of which Contracting Party can fulfill such requests.
- In case of a data protection incident, Service Provider shall act in accordance with the provisions of Article 33(2) of GDPR and takes every reasonably expected step to enable Contracting Party to fulfill its obligation of maintaining records and providing data as Contracting Party is expected to do in accordance with Article 33(1) and (3) and Article 34 of GDPR.
- Contracting Party as data controller states that with regard to any data processing it performs, it thoroughly examines, as required by the provisions of Article 32 of GDPR, and with the purpose of complying with the Regulation, what kind of security measures are necessary with regard to the personal data it processes, then compares these with the measures introduced by the Service Provider in point 8 of this Agreement, and based on this, it determines whether the level of security established by the Service Provider complies with the data handling requirements with regard to the data processing it carries out or it intends to carry out. Contracting Party explicitly states that it uses the Service for data processing only in such cases when it has verified that the level of security achieved by the Service Provider complies with the data security requirements of the data processing it performs, or it intends to perform.
- The Service Provider shall make reasonable measures in order to achieve that Contracting Party’s subscription and the Services related to fulfill the quality requirements of the contractual terms of this Agreement and the definition of the chosen Service offering at the Webpage. Despite this, Service Provider maintains the right to modify the scheduled sending date without advance notification.
- Service Provider shall enable Contracting Party to transfer the data stored in the Service to another information technology system either in part or in whole with the use of automated tools (API, built-in or other integrations, Zapier etc.), and migrate said data from such systems to Service, and to use the Service with a code developed by Contracting Party or its agent (hereinafter as “Proprietary code”), or realize a business logic reaching beyond the boundaries of the Service with the above tools. Service Provider does not store or accept any liability for such business logic, Proprietary Code and the data related to, defined in this point.
- Service Provider shall not accept liability for the realization of the data transfers mentioned in the previous point, nor for the functioning of the Service affected by the Proprietary code, nor for the business logic reaching beyond the boundaries of the Service, and it shall not assume liability for any damage resulting from Service events realized, not realized or realized defectively this way.
- Service Provider shall monitor the use of certain components of the Service with the purpose of developing, optimizing the Service and in order to develop its business, which does not mean accessing the personal data stored in the accounts in any case, performing this activity in line with the GDPR notification disclosed in the Webpage.
- The Service provider warrants that the Services it provides as the subject of the Agreement – including the software that allows the Service to be provided – comply with the conditions and requirements determined in this Agreement, in applicable legislation and standards, for the whole duration of the legal relation, and that they are fit for the intended use for the whole duration of the legal relation.
- The Service Provider also warrants that no third party possesses any right with regard to the Service provided as the subject of the Agreement that may limit or prevent the Contracting Party from exercising their rights determined in this Agreement or by legislation during the existence of this legal relation.
About copyright and trademark
- The software components operating as part of the Service, the operational know-how of the system, the information reaching the level of copyright material (integrated images, photographs, animation, video or audio recordings, music, lyrics and applets) are protected by law. Service Provider is the exclusive holder of the copyrights. During the use of the Service, Service Provider grants a non-exclusive and non-transferable right (license) to Contracting Party to use the elements protected by copyright.
- Contracting Party shall hold all copyright relating to the content, data, information, unique solutions and applications that are created during the use of the Service. By accepting this Agreement, Contracting Party grants an irrevocable permit to the Service Provider to use the solutions that are protected by copyright in accordance with this Agreement and for the duration of this Agreement, and permits the Service Provider to use the method of application of the Service it developed for educational purposes.
- This Agreement does not grant any right whatsoever to the copyrights held by the Service Provider or any of its subcontractors.
Use of the Service by Contracting Party or its agent
- With the purpose of using the Service, Contracting Party is entitled to provide access for persons it employs, it has entered into a services contract with, or with whom it has entered into any other legal relation for the purpose of work by granting access to its already registered user account. Granting access to use in the case of grouped Services does not include to register further user accounts or the use of the already registered user account for different purposes.
- Contracting Party is responsible for handling the usernames and passwords it has provided confidentially, revealing them to third parties is a breach of contract. Furthermore, Contracting Party is responsible for any activity that takes place with the use of its username and password, or with the use of the accesses Contracting Party has distributed.
- Contracting Party warrants that it has the necessary authorization to use the access data it has provided lawfully within the framework of the Service (e-mail address, Contracting Party name, password), especially to register them in the new user registration interface of the Service.
- If Contracting Party provides more persons with access to the Service (hereinafter as Users), Contracting Party shall be responsible for setting the appropriate user authorization levels of each User, with special regard to the authorization related to finance and administrator privileges. Service shall deflect any responsibility to Contracting Party which arises from issuing incorrect authorization levels.
Other rights and limitations
- Contracting Party is entitled to use the Service only in consideration of the limitations and when observing the rights hereunder
Limitations to reverse engineering, deciphering and analyzing internal structure
- Contracting Party agrees that it shall not decipher program codes either directly or indirectly, nor shall it search for source codes, object codes or basic structures, ideas, algorithms in connection with the Service provided by the Service Provider.
- Contracting Party may only use the Service for its own business purposes. In respect of this, use of the Service for enterprises belonging to the same group of companies through the same account – among others – is prohibited. Furthermore, it is also prohibited to use the Service in the interest of another legal entity or natural person or other organization (e.g. agency use) which is other than the Contracting Party. Violating the provisions of this paragraph is regarded as a material breach of contract.
Rules of use of the Service
- Related to the use of the software, representing the subject of the Service and this Agreement, Contracting Party declares that:
- It shall not use the Service for unlawful purposes;
- It shall not perform any activity or lack of any activities which may be deemed as an infringement, criminal act and it shall not harass, threaten, cause inconvenience to (an)other person(s);
- It shall not encourage to use or send information or software that violates any local, national or international laws or legislation;
- It shall not use or reproduce any material protected by copyright without the consent of the copyright holder;
- It shall not forward any material that promotes or offers information on illegal activity, or which encourages physical violence against any person or group;
- If Contracting Party breaches any of the above usage rules, it commits a material breach of contract and the Service Provider maintains the right to suspend or terminate Contracting Party’s access to the Service or any data which is in connection with the violation of the above rules, with or without prior notification.
Usage and storage
- The Service Provider warrants through its systems that any data, user interface setup or any other circumstances referring to the Contracting Party is protected, used and stored only in line with the relevant data protection rules and only for the purposes disclosed and allowed thereto.
- During the course of the use of the Service the Service Provider warrants especially but not exclusively the following:
- provides Contracting Party with a user interface that is protected with an e-mail address (as username) and a password, which guarantees that Contracting Party’s data can only be accessed with the username and password that Contracting Party has selected and which can be altered anytime;
- stores Contracting Party’s password in its database in an encrypted form, therefore it cannot be deciphered.
- protects the data traffic of the user interface created for Contracting Party with an encryption that is in line with the current state of technology;
- employs hardware and software technologies with high operational and data security to process and store the data, and it shall regularly check their relevant features in order to compare them with the requirements of the age and, if necessary, shall improve, update or replace them.
- Service Provider shall apply the following security levels or solutions, or procedures providing the same or higher levels of security:
- Data center
- Our servers are physically located in the Digital Ocean server park where servers are protected with the highest-level security measures detailed at the webpage of Digital Ocean (such as biometric authentication, physical location of the data center is confidential, etc).
- Protection against data loss and malfunction
- Account passwords are stored hashed, our employees cannot see the real passwords.
- Frequently applied back-up session to separate servers.
- Application-level security
- Account passwords are stored hashed, our employees cannot see the real passwords. If you lose your password, a new one must be provided.
- We continually check the security of our system.
- Internal IT protection
- Our employees are trained on the best security practices.
- Data center
Calculation and settlement of the Service fee
- When using the Service, Contracting Party may create only one account based on one relation governed by this Service Agreement. Contracting Party may select a Service offering based on the pre-defined Service offerings available on the Webpage, and the fee for the Service is calculated and should be settled prior to use of the Service based on the chosen Service offering regardless of the actual number of days the Contracting Party using the Service during the limited period. Service fee expiration becomes due at 24.00 on the last calendar day of the chosen limited period of Service offering.
- Detailed fees are included in the actual price list which the Service Provider publishes at the Pricing sub-page of its Webpage.
- If Contracting Party wishes to change its invoicing details after the invoice has been issued, Service Provider maintains the right to charge a one-time administrative fee of EUR 12 + VAT. If Contracting Party fails to fulfill its payment obligation, Service Provider is entitled to charge a default interest to Contracting Party. The default interest is calculated on the basis of the payment obligation affected by the late performance, and its rate is the actual central bank base rate increased with 5 percentage points.
- When canceling the Service, Contracting Party shall settle all of its outstanding fees in connection with the Service at the same time. Service Provider is entitled to defer any costs incurred with respect to the enforcement of the settlement of its outstanding fees.
Exclusion of liability for damage claims
- Service Provider excludes its liability for any damage arising from the use of the Service to the maximum extent possible as permitted by legislation applicable for contracts.
Modification of the Agreement and the fees
- The Service Provider is entitled to unilaterally modify this Agreement and the fees of the Service. Modification of the Agreement takes effect when it is published on the Webpage. Contracting Party shall be responsible for keeping track of any change in this Agreement. By continuing the use of the Service, Contracting Party accepts the modified provisions of the Agreement by conduct. During the use of the Services the Service Provider guarantees that any modification of this Agreement will become available and recognizable to the Contracting Party. Service Provider further guarantees that it keeps in its records the acceptance of any modifications of this Agreement. Contracting Party accepts the modifications of this agreement by ticking the respective indicating box during the purchase of an actual Service offering.
- In the event that its e-mail address changes, Contracting Party shall provide its new e-mail address in the relevant menu, and shall pay special attention to ensure that it receives mails sent to the old e-mail address, and that it receives mails sent to the new e-mail address at the same time as the modification takes effect.
- Contracting Party declares that if it does not act in accordance with the above, and is not informed of any change in the prices or to the Agreement as a result, Service Provider bears no liability for it and they shall act as if Contracting Party had received the new Agreement or the new Pricing.
- Service Provider operates a customer service in order to facilitate the use of the Service for its Contracting Parties, which shall handle reasonable requests in line with the intended use.
- Service Provider excludes the following types of support from the ones available through its customer service:
- The Service does not include initiating or modifying any settings in the user account, or creating, modifying, supporting or analyzing business processes;
- The Service does not include analyzing errors that have occurred or supposedly occurred in Contracting Party’s Proprietary code, not does it include searching for or repairing them, or providing support on them or even learning about them;
- The Service does not include learning about, analyzing, repairing, supplementing, improving or providing support on codes that connect the Service or its supporting system to other systems by user or its agent;
- The service does not replace training on the Services (if any according to the Webpage).
- Parties agree in a separate agreement if Contracting Party requests support with regard to the investigation, analysis, repair, supplementing or improvement of the cases listed in this paragraph in exchange for a separate fee.
- In addition to the above, the Service Provider shall not be liable for any damages caused by any business logic or IT solution implemented by any person other than the Service Provider based on any element of the Service accessible through the rights of the user account.
- After one-time written form warning, the Service Provider reserves the right to refuse and decline any ongoing and/or further request for Customer Service assistance of the Contracting Party, if such Contracting Party violates any of the Service Provider’s representatives’ right to human dignity, intentionally obstructs the assistance, or in the case if any of the Service Provider’s representatives’ are subjected to obscene or violating terms, behavior or being threatened.
- For issues not regulated in this Services Agreement, the provisions of the Hungarian Civil Code, the Hungarian Copyright Act, and the laws of Hungary, and the descriptions of the Services published on the Webpage are to be applied.
Last updated on 27/01/2023