COMPANY: KOURIS G. & TH. OE / DATACONSULTING
SOFTWARE: Any program or application provided by DATA CONSULTING and in particular the following programs: VORTEX FSM, VORTEX CRM, VORTEX CM, VORTEX PM. It should be pointed out that the SOFTWARE has been designed and is intended for businessmen and companies for their professional and commercial use, and not for private use.
Software: Any program or application that runs or shall run on your device.
Device: Any kind of computer, tablet, mobile phone and in general any electronic or non-electronic device.
TECHNICAL SUPPORT/UPGRADE-UPDATE CONTRACT: An additional service beyond the user license for which a contract is concluded between the user and the COMPANY, with a separate fee for the provision of technical support services and for any SOFTWARE upgrades or updates.
SOFTWARE LICENSE: The SOFTWARE license shall not include the provision of technical support services, any upgrades-updates or the training of the user. The SOFTWARE license may be granted for a limited or perpetual term based on a subscription model or it may be purchased by payment of the respective sale price for the perpetual use of the SOFTWARE.
CLIENT: The COMPANY’s contracting party with which a SOFTWARE LICENSE agreement or Technical Support contract has been concluded and which has satisfied all of its financial obligations to the COMPANY. Any restrictions and obligations applying to the CLIENT shall also apply to its agents and fulfilment assistants for whose errors the CLIENT is jointly and severally liable, being accountable for them to the COMPANY.
1.1 INSTALLATION AND USE
The CLIENT may install and use one licensed copy of the SOFTWARE on a device upon being granted a certified user code per device by the COMPANY or, in case of a multi-user contract, a certified code. The existence of a valid and fully-paid SOFTWARE license agreement is a prerequisite for this. Prior to the installation of the SOFTWARE, the CLIENT shall be obliged to create backups of his files and software to avoid any loss or damages to the software and the personal or non-personal data that is recorded on the device. The COMPANY shall not be liable for any losses or corruption of the CLIENT’S files or data nor the malfunction of his software during the installation and use of the SOFTWARE. The COMPANY cannot guarantee that the SOFTWARE or any future upgrades-updates shall be compatible with the particular software used by the CLIENT or with any program or software that the latter may use or will use in the future. Therefore, it is recommended that the CLIENT examines the compatibility of the software he owns or will own in relation to the SOFTWARE. The granting of the SOFTWARE license agreement does not entail the obligation for the COMPANY to train the CLIENT and end user on the functions and operation of the SOFTWARE. If the CLIENT wishes to be provided with the relevant training, they must conclude an additional agreement with the COMPANY.
1.2 MANDATORY ACTIVATION – USER VERIFICATION
The CLIENT acknowledges and accepts the fact that there are technological measures and mechanisms inside the SOFTWARE which operate continuously in order to prevent its use by unauthorized or unidentified users. The CLIENT and any user shall not be authorized to use the SOFTWARE unless they have legally obtained the certified SOFTWARE license. The installation of the SOFTWARE or the installation of any new HARDWARE or SOFTWARE or the modification thereof, may require reactivation of the SOFTWARE. The COMPANY shall use protective measures to consistently confirm that the CLIENT holds a legitimate SOFTWARE license; otherwise the installation of the SOFTWARE or its future updates or its use in any way shall not be permitted. It is expressly agreed that during this process the COMPANY is allowed to collect information from the CLIENT’S device for such purposes, as well as to deactivate the license; in such case, any fee paid for the SOFTWARE shall not be refunded and shall be imposed as a penalty premium, as set out in condition 5 of these terms.
The technical maintenance and upgrade or update of the SOFTWARE shall only be carried out subject to the existence of a valid and fully-paid technical support/upgrade-update contract.
2.1 UPGRADES & UPDATES
This includes the provision of updates & upgrades whose installation shall be carried out under the due care of the CLIENT, unless there is a contrary agreement with the COMPANY. It is expressly noted that any subsequent changes to the CLIENT’s network or software/applications, the electronic devices or their network that may possibly affect the operation of the SOFTWARE due to incompatibility or malfunction does not oblige the COMPANY to change the SOFTWARE or to provide additional support.
To be upgraded, the SOFTWARE must, on the one hand, be legally licensed and, on the other, be qualified by the COMPANY as eligible for the upgrade or update. In case there have been other upgrades or updates of the SOFTWARE version for which a license was granted, the CLIENT must successively install all previous upgrades or updates until the latest one, given that every upgrade process is connected with the previous one. In such case, the CLIENT may be required to pay a fee for the previous upgrades in order for the SOFTWARE to be updated to the latest version. In any case, the upgrades or updates may be installed only when there is an active and fully paid technical support contract with the COMPANY. After being upgraded or updated, the original SOFTWARE which was eligible for the upgrade or update may no longer be used, except as part of the upgraded or updated SOFTWARE.
Prior to any upgrade-update or any action or intervention on behalf of the COMPANY for technical support purposes, the CLIENT must, on his own initiative and responsibility, perform a back up of all database and device data, as during these processes/actions the COMPANY shall be working on the SOFTWARE and shall not be liable for any malfunction or damage. As part of this upgrade-update/technical support service, the CLIENT must not perform any work on the SOFTWARE as it may not be executed or saved properly or may be delayed and hinder the upgrade-update/technical support process.
The COMPANY shall not be liable for any damage suffered by the CLIENT from the use or inability to use the SOFTWARE, delays during its use, failure in using its functions for any reason whatsoever, and informs the CLIENT that the ability to run the SOFTWARE may be affected by the networks used by the CLIENT to connect to the Internet, and shall bear no responsibility for the quality of these services.
2.2 TECHNICAL SUPPORT
Technical support shall be provided online or by telephone. If a COMPANY technician needs to visit the CLIENT’S headquarters, then this will be done following prior agreement with the COMPANY and by applying the appropriate time charges. If the CLIENT has a reliable and valid technical support contract, he may need to, in the framework of the online support, allow any device of the COMPANY and its collaborators to access and use the legally installed copy of the SOFTWARE, solely for the purpose of providing the technical support and upgrade-update services.
Technical support may be performed online or by phone from Monday through Friday (excluding the week of the 15th of August of each calendar year and any official holidays) during business hours, i.e. from 9 pm to 5 pm, via the COMPANY’S call centre or email, as displayed on the official website, during which answers and information relating to the SOFTWARE’s operation shall be provided and any malfunctions shall be resolved. In addition, the intervention of a COMPANY technician shall be enabled through a relevant online application which will allow the technician to access the respective certified device in which the SOFTWARE has been installed. The days and hours during which support shall be provided may be extended through the conclusion of an additional contract along with an extra fee charged to the CLIENT, following a written agreement with the COMPANY. For the technical support service to be provided, the CLIENT’s device must be connected to the Internet and already have an appropriate remote connection program as determined by the COMPANY.
A prerequisite for the provision of services by the COMPANY is for the CLIENT to concurrently ensure that his electronic device is actively connected to the Internet and that he has an active phone line. The COMPANY has exclusive right over the maintenance, repair, inspection and intervention to the SOFTWARE. Any intervention to the SOFTWARE by a third party, other than those authorized by the COMPANY, entitles the COMPANY to terminate the contract in accordance with the provisions set out in Article 5 of these terms and conditions. The COMPANY undertakes to provide technical support for the specific certified electronic devices in which the SOFTWARE will be installed and not to all electronic devices or third devices or future ones that may be acquired by the CLIENT.
Furthermore, the CLIENT must immediately inform the COMPANY by email and phone (concurrently) for any problem that may arise, so that the COMPANY may instantly take all necessary measures to resolve and prevent the damage from spreading.
2.4 SOFTWARE DEMONSTRATION
The CLIENT, following the demonstration of the SOFTWARE, and upon agreeing to collaborate with the COMPANY, shall be deemed to acknowledge and agree that the SOFTWARE is entirely to his satisfaction and that it has been demonstrated as being fully operational according to the needs of his business, and that during the demonstration the computer system or network of the CLIENT proved to be compatible with the above software/applications and that the existing software/applications meet the standards set by the COMPANY for those programs/applications. Furthermore, it shall be presumed that, following the demonstration of the SOFTWARE, the CLIENT acknowledges that the maintenance-technical support process for the aforementioned programs is adequate and performed in accordance with the specifications of the CLIENT.
Unless a written agreement states otherwise, the duration of both the SUBSCRIPTION LICENSE and the TECHNICAL SUPPORT/UPGRADE-UPDATE contracts shall, in accordance with these terms, run for one year, and shall be renewed annually unless one of the parties (CLIENT or COMPANY) declares in writing via e-mail, at least 15 calendar days prior to the scheduled expiration of the contract or one-year term, that it does not wish to pursue the cooperation agreement. A prerequisite for the renewal of each contract is the advance payment-settlement of the fee prior to the start of the following year of renewal, otherwise the COMPANY shall not be required to provide any service to the CLIENT and may discontinue all actions unilaterally, even without formal notice to the CLIENT, as defined in Article 5 hereof.
The agreed fee, whether for the SUBSCRIPTION LICENSE or the TECHNICAL SUPPORT/UPGRADE-UPDATE contract shall, unless a specific written contract between the COMPANY and the CLIENT states otherwise, be paid annually and in advance to the designated bank account(s) of the COMPANY and the proof of payment shall be sent to the email address of the COMPANY notifying the accounting department to issue the relevant tax document. Similarly, in the case of a verbal or written agreement for a perpetual SOFTWARE LICENSE, i.e. a sales contract offering an indefinite period of use of the SOFTWARE, the fee shall be paid in advance to the designated bank account(s) of the COMPANY and the proof of payment shall be sent by email to the COMPANY to notify the accounting department to issue the relevant tax document. The respective tax document of the COMPANY shall be sent by the COMPANY to the CLIENT via email or by post, in order to be signed by the legal representative of the CLIENT alongside their name and the stamp of the COMPANY and shall then be sent back to the COMPANY by the CLIENT. The COMPANY shall not be required and will not accept securities as payment, which, if and insofar as there is a specific written agreement with respect to their issuance, shall always serve as a promissory note and shall be contingent upon their payment.
Where the provisions of this clause are infringed, the COMPANY shall be entitled to denounce the contract in writing via email to the above email address of the CLIENT, and to suspend the provision of all services unilaterally, even without formal notice, by express and irrevocable order given herein by the CLIENT to the COMPANY, in line with the interests of the COMPANY (according to article 713 et seq. and 724 of the Greek Civil Code). Furthermore, in the above cases, the balance of the designated fee until the expiration of the contract shall become immediately payable by the COMPANY as a fair, reasonable and adequate penalty premium, as acknowledged by both parties.
The COMPANY shall enjoy these rights also in the event of non-payment or of periodical payments, for one invoice in the case of credit, even with the delay of a single payment (or in the case of securities, when timely payment is not ensured even for one of them on the due date). The COMPANY shall maintain the above rights also in the case of a verbal or written agreement for a perpetual SOFTWARE LICENSE, i.e. a sales contract offering an indefinite period of use of the SOFTWARE, in the event that the designated fee is not duly paid within the time prescribed, in which case the COMPANY shall suspend the operation of the SOFTWARE, locking all of the CLIENT’s codes unilaterally, even without formal notice, by express and irrevocable order given herein by the CLIENT to the COMPANY, in line with the interests of the COMPANY (according to article 713 et seq. and 724 of the Greek Civil Code). Furthermore, in the above cases, the balance of the designated invoiced fee shall be immediately payable by the COMPANY. The COMPANY shall be able to reactivate the CLIENT’s user codes once all claims to the CLIENT, including interest, legal costs, enforcement costs, Court fees, etc., have been fully and completely paid for. Furthermore, the CLIENT agrees to pay, as an additional penalty, the outstanding and due amount owed to the COMPANY on the date on which the user codes shall be locked.
In the case of infringement of these terms and conditions, all of which are considered to be substantial, as well as in the event of the non-timely and non-punctual payment of the designated fee of any contract to the COMPANY, the COMPANY shall be entitled to denounce the contract in writing, via fax or email to the official email address of the CLIENT, without granting any period, as well as to suspend/revoke the operation of the SOFTWARE and all maintenance/upgrade-update and technical support services, by express and irrevocable order given herein by the CLIENT to the COMPANY, in line with the interests of the COMPANY (according to article 713 et seq. and 724 of the Greek Civil Code), but not the database (SQL), without assuming any responsibility for the data entered by the CLIENT in the SOFTWARE. In such case, the balance of the fee due until the end of the period indicated in the invoice that may have already been issued by the COMPANY to the CLIENT shall be payable to the COMPANY as fair, reasonable and adequate penalty premium, as acknowledged by both contracting parties, and shall not be claimed by the CLIENT, without however excluding any further compensation claims for the unconventional conduct of the CLIENT, including the incidental, consequential or non-pecuniary damage of the COMPANY, as well as any recourse to the competent Civil or Criminal Courts.
In the event that the COMPANY decides to disable the SOFTWARE, then all CLIENT data and information shall remain on the CLIENT’s database server.
In the case of a perpetual license, i.e. a sales contract for the indefinite use of the SOFTWARE, should any of these terms and conditions, all of which are considered to be substantial, especially articles 4, 5, 6 and 7 thereof, be infringed, the COMPANY shall be entitled to exercise all legal rights before the competent Administrative Authorities and the competent Civil and Criminal Courts. In addition, the COMPANY shall be entitled to demand the suspension of the SOFTWARE’s operation, and to lock all of the CLIENT’s codes, unilaterally and even without formal notice, by express and irrevocable order given herein by the CLIENT to the COMPANY, in line with the interests of the COMPANY (according to article 713 et seq. and 724 of the Greek Civil Code). In such case, the fee that has already been paid shall be deducted as a fair, reasonable and adequate penalty premium.
The CLIENT acknowledges that the SOFTWARE is copyrighted by the COMPANY, and that its trademarks are protected by the laws and international regulations/agreements on trademarks, intellectual and industrial property and on unfair competition, as well as by the law on trademarks and the related international conventions and regulations. The COMPANY owns the title, the copyrights and other intellectual property rights, moral rights or royalties on the SOFTWARE (with the exception, obviously, of any open license software, e.g. Google Maps).
The reproduction, copy, use or distribution of the SOFTWARE, in whole or in part, without the prior written permission of the COMPANY, constitutes a criminal offence and gives rise to claims for compensation from the copyrights holder and particularly for any non-pecuniary damage and incidental or consequential damage. The reproduction, republication, creation of derivative work, loading, transmission or any other use of the SOFTWARE or its contents, in any manner or means, for commercial or other purposes, shall only be allowed with the prior written consent of the COMPANY.
The SOFTWARE is NEVER sold; on the contrary only a license for use is granted and even if said license is sold it concerns the SOFTWARE license and not the SOFTWARE itself. The SOFTWARE license agreement or technical support contract shall not confer any right on the intellectual property or the trademarks of the COMPANY. The license for use/the right to technical support and the upgrades-updates of the SOFTWARE may not be granted in whole or in part by any person other than the COMPANY and its certified collaborators. Therefore, since the COMPANY only grants a license for the use of the SOFTWARE, not all persons shall be allowed to copy, reproduce, transmit, distribute and modify the licensed copy of the SOFTWARE or its documents/libraries, in whole or in part. The CLIENT acknowledges that the concept and methodology, the assembly and the architecture of the SOFTWARE is, in part or in whole, the exclusive property of the COMPANY along with the trademarks or distinctive titles, images, graphics, photographs, designs, texts, etc. It shall be prohibited to upload or download or modify all or part of the SOFTWARE or to post from any device or website, internet, other than the posts made by the COMPANY and its collaborators. The reproduction, republication, creation of derivative work, loading, transmission or any other use of the SOFTWARE or its contents, in any manner or means, for commercial or other purposes, shall be allowed only with the prior written consent of the COMPANY. Uploading the SOFTWARE online, in whole or in part, without the permission of the COMPANY bearing the copyright, or modifying or creating a derivative work of the SOFTWARE without the written permission of COMPANY, is prohibited.
The SOFTWARE license shall be granted exclusively to the CLIENT and for the agreed number of devices and may not be sold, resold, granted, leased, loaned, subleased or offered with or without compensation and generally transferred-assigned to a third natural or legal person. The direct or indirect transfer, assignment with or without compensation, access and/or use of the SOFTWARE to a third natural or legal person, is generally prohibited. It shall be prohibited for any third party to benefit directly or indirectly from the use or operation of the SOFTWARE. The SOFTWARE may not be used as a good for trade between the CLIENT and any third party. Furthermore, its use shall be limited by the singular character of its installation, unless a specific written agreement states otherwise. The CLIENT shall not be allowed to copy, modify and generally interfere in any way with the SOFTWARE, the processes of the application or its libraries as well as with the forms provided to him by the COMPANY.
The CLIENT must immediately and without delay inform the COMPANY whenever he loses ownership of the SOFTWARE illegally, such as in the event of theft, concealment, stolen SOFTWARE, hacking etc. or legally, such as in the event of confiscation, forced or preventive seizure, escrow, etc. The CLIENT shall be required, whenever there is a risk for any reason whatsoever of losing physical control over the electronic devices in which the above SOFTWARE is installed by the CLIENT, even upon realizing that he has begun to lose control over the computers from malware, a virus, a third person unauthorized by the user, or a hacker, he must immediately inform the COMPANY so it can lock and disable the SOFTWARE remotely when the CLIENT is informed that there is a risk of permanent loss over the above devices or leakage of personal data or theft of its intellectual property and their intellectual and moral rights.
The CLIENT acknowledges that the trademarks, logos, trade name and other configurations, symbols and distinctive features of the COMPANY and the SOFTWARE that he has the possibility of using, as the case may be, under the contract between the two parties and in connection with the use of the SOFTWARE, are and shall remain the exclusive property of the COMPANY and that the right to use these trademarks, the trade name and the rest of the symbols that have come to the knowledge of the CLIENT and its agents or fulfilment assistants under this contract may never be considered as a license granted by the COMPANY for their use.
The CLIENT acknowledges that he must adhere to procedures and take the necessary protective measures to prevent any of the aforementioned irregular actions affecting the COMPANY and the SOFTWARE, and shall be jointly and severally liable with his agents and fulfilment assistants for any incidental, consequential or non-pecuniary damage to the COMPANY. The CLIENT acknowledges that the violation of the above, in addition to constituting a tort, may also be a criminal offence, and in any case shall give rise to claims by the COMPANY for any non-pecuniary, incidental and consequential damage.
The sale, resale, granting of licenses, rental, lease, loan or value transfer of the templates or libraries of the SOFTWARE shall not be permitted. The distribution of the templates or libraries that are available through online services shall not be permitted as part of any product or service. Copying or publishing the templates provided through online services in any network computer or transmitting them in any medium shall not be permitted.
It is agreed that the COMPANY and its collaborators may collect and use technical information collected as part of the support services provided, if any, with respect to the SOFTWARE. The COMPANY may use this information solely to improve its products or to provide customized services or technologies, and shall not disclose this information in a manner that personally identifies the CLIENT.
The COMPANY shall not be liable for the contents of any third-party sites or services, or associated programs (e.g. Google Maps), for any third-party links contained in third-party websites or services, or for any changes or updates to third-party sites or services. The COMPANY shall provide these links as well as access to third-party sites and services for convenience purposes only and the inclusion of any link or access does not imply that the COMPANY endorses or recommends said third-party site or service.
The SOFTWARE is licensed as a single product. Its modules may not be separated or transferred separately for use in more than one device, but only as an overall product.
In any case, as the SOFTWARE shall be delivered to the CLIENT online along with a customized user code, it is stipulated that the right of withdrawal shall not apply to the CLIENT.
The COMPANY shall not be liable for the functionality and efficiency of the CLIENT’s software, a fortiori if the CLIENT has not installed a genuine software or the SOFTWARE or if the equipment in his device is defective. The SOFTWARE and the additional technical support/upgrade-update service may not always be compatible with the software and the HARDWARE of the CLIENT’s device. The COMPANY may not modify the SOFTWARE and its maintenance or upgrades-updates in order to comply with the particular software that is being used. It should be pointed out that any subsequent changes to the CLIENT’s network, software/applications, electronic devices or network thereof by the User may affect the operation of the SOFTWARE for reasons of incompatibility or malfunction. This shall not entail an obligation for the COMPANY to change the SOFTWARE or to provide additional support and shall not, a fortiori, enable the User to make any claim.
During the installation or upgrade-update process of the SOFTWARE, the COMPANY shall not be held liable for any discrepancy or damage or loss of any kind incurred in the files or the software by any person performing the file transfer.
The CLIENT is solely responsible for the security, protection and backup of his own data, personal or otherwise, and any kind of file, as well as any other data, software or services used in relation to the SOFTWARE.
It is expressly agreed herein that any document that is addressed to either contacting party shall be sent via email to the email address appearing on the official website of each party or by post or shall served by a bailiff to their headquarters or any of their branches. Any communication and correspondence between the COMPANY and the CLIENT shall be conducted exclusively in Greek or in English, excluding any another language.
Should the COMPANY be held accountable for any loss/damage to the CLIENT or third contracting parties of the CLIENT and be required to indemnify the CLIENT, then a limitation of liability clause is hereby defined of up to the amount corresponding to the annual technical support/upgrade-update contract of the particular client for any cumulative compensation claim for incidental, consequential or non-pecuniary damages, or fine by the Authorities (thereby defined as a contractual limitation of liability clause, otherwise this term shall apply as an exemption or remission term) that shall correspond to the extent to which the COMPANY is liable for the damage caused to third parties.
The terms contained in this document are unique in the same manner as the conditions and commitments contained herein and agreed upon between the CLIENT and the COMPANY. These terms and license agreement may only be modified or altered in writing. No authorized representative of the COMPANY may modify or remove any of these terms; only the COMPANY may do so and without notice in accordance with the new technological and commercial developments and in line with its commercial policy. In addition, if any of these terms is deemed invalid, the remaining provisions shall remain valid and enforceable.
The Courts of Piraeus shall have exclusive jurisdiction to adjudicate any dispute and the applicable law shall be the Greek law.