Terms and conditions

These Terms of Use are an integral part of the agreements concluded for the use of the Lexi.Market product management system and related (additional) services offered by Brightspark OÜ (Service Provider). The Terms of Use apply to the extent and scope that the Service Provider and the Client have not agreed otherwise.

This version of the Terms of Use is effective as of 1.02.2022.

1. Product management system

1.1. Lexi.Market is a cloud-based (SaaS) product information management software developed and owned by the Service Provider, consisting of a base module and one or more additional modules related to product management (Lexi.Market).
1.2. The approximate functionality and capabilities of Lexi.Market software at any given time are described on the website https://lexi.market/et/hinnad/. Additional modules, whose content and functionality are described on the aforementioned website, can be purchased to extend the base functionality of the software.
1.3. The Client understands and agrees that (i) Lexi.Market is not designed to meet their individual expectations, needs, or requirements; (ii) there may occasionally be technical or other issues (including irreparable defects) when using Lexi.Market, and it may not operate uninterruptedly, securely, or without errors; (iii) the Service Provider is not responsible for the operation of third-party software solutions or their compatibility with Lexi.Market and the Client’s hardware or standard software (including web browsers, operating systems, etc.). The Client understands that the Service Provider has entered into the Agreement based on the foregoing, and this forms a significant basis and condition of the Agreement.
1.4. The Service Provider may continue to develop Lexi.Market, including adding to, modifying, or replacing any part of Lexi.Market, or releasing new versions, but is not obligated to do so. The Service Provider will notify the Client of significant changes to Lexi.Market’s functionality through the software’s information system, accessible to all users holding a Lexi.Market account. If the Client disagrees with the changes, they have the right to terminate the Agreement within 30 days of the notification.

2. Subject of the agreement

2.1. Whenever used in this Agreement, the following capitalised terms have the following meanings:
2.1. The Service Provider (i) grants the Client the right to use Lexi.Market in accordance with the Terms of Use and the package and related modules chosen by the Client, and (ii) provides agreed additional services (e.g., additional training, data correction, product photography and editing).
2.2. The Client agrees to pay the Service Provider the agreed fee for using Lexi.Market and the additional services. The Client may use Lexi.Market only for the intended purpose and during the term of the Agreement.
2.3. The software is provided to the Client on an “as is” basis. The Client confirms that they are familiar with Lexi.Market and that it meets their expectations and needs. The Service Provider disclaims any and all express or implied warranties related to Lexi.Market.

3. Intellectual property

3.1. The Service Provider grants the Client the right to use Lexi.Market via a web browser (in online mode), i.e., a limited non-transferable simple license necessary for the proper use of Lexi.Market, without the right to sublicense.
3.2. All intellectual property rights related to Lexi.Market (including copyrights, both personal and proprietary, trademarks, logos, know-how, domain and subdomain names, design, business, and know-how) belong to and remain with the Service Provider, and the Service Provider has the right to transfer or license them to other persons at its discretion, including granting the right to use Lexi.Market to an unlimited number of other persons.
3.3. The Client may not create or attempt to create any software, product, or service that competes with Lexi.Market. The Client is prohibited from (i) modifying or duplicating the software source code or any part thereof; (ii) creating derivative works based on the software; (iii) attempting to reverse-engineer, decompile, reverse-translate, or otherwise attempt to derive the software’s source code; (iv) removing, altering, concealing, or obscuring any copyright notice, trademark, or other proprietary notice attached to, displayed in, or otherwise associated with the software or Lexi.Market.

4. Use of Lexi.Market

4.1. A separate account will be created for the Client to use Lexi.Market, which the Client can log into via the authentication interface at https://app.lexi.market. The data entered by the Client forms a database (Database) associated only with this account.
4.2. The software is located in the Service Provider’s or their rented server center, and its use takes place via a web browser (online mode).
4.3. The use of the software requires the user’s computer(s) to meet the technical requirements specified in the software user guide. These requirements may change over time, and thus the Service Provider cannot guarantee compatibility of the software with the Client’s hardware and/or software.
4.4. After concluding the Agreement, the Service Provider will create a primary user account with a temporary password for access to the Client’s account, which the Client must change after the first login. The primary user can then create a named user account for each individual authorized to use Lexi.Market on behalf of the Client. The primary user can promote other personalized users to primary user rights, add, block, or delete users. The number of authorized users depends on the package chosen by the Client.
4.5. The Service Provider provides high-quality user support on working days from 9:00 AM to 5:00 PM, responding to client support emails within one to five working days.
4.6. The Service Provider ensures the uninterrupted use of the working environment during Working Hours (working days from 9:00 AM to 5:00 PM), except for interruptions of up to 5 minutes. From 5:00 PM to 9:00 AM, the service remains accessible, but the Service Provider may perform software maintenance and backups without prior notice during this time, which may cause varying lengths of interruptions in the working environment. Exceptionally, the Service Provider may schedule up to 1-hour planned interruptions during Working Hours, notifying the Client up to 48 hours in advance. The total amount of extraordinary interruptions must not exceed 8 hours per year.
4.7. The Client is responsible for any and all activities of the primary user and users in the use of Lexi.Market and the Database. All activities of the Client’s users in using Lexi.Market are considered as activities of the Client. The Client must immediately notify the Service Provider of any security breach or unauthorized use of their account. The Client is responsible for (i) keeping usernames, passwords, and other access keys confidential, (ii) all activities conducted by individuals who access the account or use the username and password, and (iii) any consequences of the misuse or abuse of the username or password. The Service Provider is not responsible for any damage or other consequences that may arise from unauthorized use of the Client’s account, username, password, or other access keys.
4.8. The Client ensures that they and their users do not use the Service to transmit unsolicited information or upload, transmit, send, run, or store harmful codes, malware, or illegal content. The Client is prohibited from using Lexi.Market for illegal, harmful, misleading, fraudulent, or malicious purposes. The Client is prohibited from transmitting materials or content that contains viruses or other malicious code, or content that infringes or may infringe the intellectual property rights or other rights of third parties. Any Client material that violates the provisions of this Agreement may be removed or permanently deleted by the Service Provider at their discretion without prior warning or notice.
4.9. The Client is prohibited from performing any actions that may threaten the security of Lexi.Market. The Service Provider has the right to immediately restrict the Client’s access to Lexi.Market if the Service Provider suspects any security issues related to the Client’s actions.

5. Payment

5.1. The Client pays the Service Provider the agreed (or, in the absence of an agreement, the prices listed in the Price List) fee. Prices and fees are subject to VAT.
5.2. The billing period is a calendar month from the conclusion of the Agreement or, if the Client is provided with a free trial period, from the day following the end of the trial period.
5.3. The Client pays for the Service in advance for each billing period. The Service Provider issues an invoice to the Client via email on the first day of the billing period. The Client transfers the fee to the Service Provider’s bank account within 14 calendar days.
5.4. In the event of late payment, the Client pays interest of 0.02% of the overdue amount for each day of delay. The basis for calculating interest is the payment due date indicated on the invoice and the Agreement; the Service Provider is not obligated to issue a separate invoice for the interest. Failure to issue an interest invoice or to indicate the amount of accrued interest on the invoice does not exempt the Client from the obligation to pay interest.
5.5. Payments made by the Client are first applied to the overdue interest (even if the Service Provider has not previously issued an invoice for the interest). If the Service Provider decides to apply the payment to the principal obligation first, it does not waive the right to claim the interest.
5.6. In the event of delayed payment, the Service Provider has the right to suspend access to Lexi.Market and the provision of services without prior notice and to terminate the Agreement if the delay exceeds 30 days.
5.7. If the Client changes the package or terminates the Agreement during the billing period, any advance payment or other fees or payments for the current billing period are not refunded or compensated.
5.8. The Service Provider may unilaterally change the billing period, applicable fees, or the Price List, notifying the Client 90 days in advance unless otherwise agreed in the Agreement. If the Client does not agree with the changes, they have the right to terminate the Agreement within 15 days, and the Agreement will end at the end of the current billing period.

6. Client data

6.1. Any data entered, stored, processed, or transmitted by the Client in the Database belongs to the Client.
6.2. During the term of the Agreement, the Client’s data (including activity history, inactive products, and related attachments, prepared offers) are retained for 3 years from the end of the calendar year in which the data was entered. If the Client wishes to retain the data longer, they must notify the Service Provider by December 1st of the last year and pay the corresponding additional fee before the data deletion deadline.
6.3. The Client confirms and ensures that they have the right to enter, transmit, store, and process the information and data that they or their users enter, store, process, or transmit into Lexi.Market or the Database, and that this does not violate any legal acts, agreements, obligations, or the rights of third parties. The Client is solely responsible for ensuring that the processing of Client data complies with third-party rights and applicable law.
6.4. The Client is prohibited from using Lexi.Market to upload, transmit, process, or store illegal content.
6.5. The Client is solely responsible for any consequences arising from or related to the entry, modification, deletion, and processing of data content.
6.6. The Client grants the Service Provider permission to store data, make technical copies (e.g., mirrored server park), interface between systems, and back up data to enable the Client to access the data, use the software, and ensure the data’s retention.
6.7. The Service Provider does not monitor Client data, but the Service Provider has the right to access the Database to fulfill the Agreement (including providing customer support). Other Lexi.Market clients do not have access to the Client’s Database.
6.8. The Service Provider has the right to suspend the Client’s access to Lexi.Market and the Database until the Client has duly and fully paid all fees due under the Agreement and properly fulfilled all other obligations under the Agreement.
6.9. Without assuming any obligation, the Service Provider has the right to delete data or deny access without warning or notice if the data content violates the Agreement or applicable law (including if the content infringes third-party rights). The Service Provider will notify the Client as soon as possible.
6.10. Before the termination of the Agreement, the Client can make extracts of data tables (clients, products, attachments) from the Database using the user interface tools or through the machine interface (if the Client has chosen a package that includes this feature) in Excel format. The Service Provider retains the Client’s data for 30 days after the termination of the Agreement and then permanently deletes the data.

7. Limitation of liability

7.1. The Service Provider is not liable for any damage, loss of revenue, or other consequences to the Client, any user, or any person making a claim through the Client or user resulting from or arising from (i) misuse or inability to use or interruption of Lexi.Market, (ii) the use or characteristics of Lexi.Market, (iii) the need to acquire any other product, service, or other benefit for, alongside, or instead of using Lexi.Market, (iv) any information, communication, or transaction obtained through or via Lexi.Market, (v) access to or changes made to Client and their users’ data or other data, (vi) any statements or conduct of any person accessing Lexi.Market on behalf of, through, or due to the Client, (vii) changes, destruction, or deletion of data; provided that this point does not exclude claims for direct material damage to the Client caused by the intentional breach of the Agreement by the Service Provider.
7.2. The Service Provider is not liable for damage (i) related to the Client’s or user’s activities in using Lexi.Market, including the content of data entered by the Client or user; (ii) related to other software used by the Client; (iii) resulting from the Client’s or user’s lack of knowledge in using computers or Lexi.Market, or from using them under unusual conditions; (iv) caused by third parties’ activities, communication line failures, power or internet outages, or the spread of viruses.
7.3. The Service Provider is not liable under any circumstances for indirect damage, including lost profits.
7.4. The Service Provider’s total liability is limited to the amount equal to the fees paid by the Client to the Service Provider during the twelve months preceding the violation, considering the month immediately preceding the breach. This limitation does not apply if the Service Provider intentionally breaches the Agreement.
7.5. The Client has the right to demand a reduction in the service fee if the Service Provider fails to fulfill the obligations taken under points 4.5. and 4.6. The Client can demand a reduction in the service fee of up to 5% of the current month’s service fee for each day the Service Provider delays providing user support or if the software is unavailable due to the Service Provider’s fault beyond the allowed interruptions.
7.6. All claims from the Client arising from or related to the Agreement must be submitted to the Service Provider within one month of the occurrence of the fact underlying the claim; otherwise, the Client loses the right to rely on that fact.

8. Force majeure

8.1. A Party is not liable for non-compliance with the obligations assumed under the Agreement if the non-compliance is due to force majeure. Force majeure refers to circumstances that the Party could not influence, and it was not reasonable to expect the Party to consider, avoid, or overcome the circumstances or the obstacle or its consequences at the time of the conclusion of the Agreement (including, for example, natural disasters, government actions, war, unrest, terrorist attacks, strikes, failures of the internet service provider). If the impact of force majeure is temporary, the non-compliance is excusable only for the period during which force majeure prevented the fulfillment of the obligation. If force majeure circumstances persist for more than thirty (30) days, the Parties will negotiate the possibility of fulfilling their contractual obligations.

9. Data protectione

9.1. The Service Provider collects information about the Client and users (i) when concluding or modifying the Agreement; (ii) when they visit the Service Provider’s website (order of web page browsing, user’s network IP address); (iii) when they log in to or use Lexi.Market (session date and time, user’s network or specific device IP address, web browser version, operating system type, usage path and duration); and (iv) when they knowingly provide information to the Service Provider (information disclosed by data subjects). This information is retained throughout the contractual relationship (i.e., until the end of the Agreement and the fulfillment of all obligations arising from the Agreement). Data logs are deleted 6 months after the end of the Agreement.
9.2. The information mentioned in point 9.1 is necessary for the fulfillment of the Agreement, and the Service Provider has a legitimate interest in collecting the information. The Service Provider collects and analyzes this information to analyze the Client’s user experience and improve Lexi.Market’s functionality, as well as to identify potential areas for improvement, enhancement, or change in future developments of Lexi.Market; also, to prevent or detect violations. Session information is also necessary for storing the history of data usage and detecting data misuse. Specific software is used for monitoring, which does not allow the Service Provider’s developers to access the Client’s data entered into the software application. The Service Provider may use Client data collected during the provision of the Service for machine learning purposes.
9.3. Based on legitimate interest, various “cookies” are automatically stored on the user’s device during each use of Lexi.Market to speed up system functionality during the login process. The Client agrees to all “cookies.” Session cookies are automatically deleted after each web visit; persistent cookies are retained for up to 2 years.
9.4. The Client ensures and confirms that they have all rights to disclose Client data (including personal data) to the Service Provider or to enter it into the Database, including when the Client is not the controller of the personal data being transmitted.
9.5. The Service Provider processes personal data under the Client’s instructions for the purpose of fulfilling the Agreement. The Service Provider processes personal data in the Database only when the Client requests the Service Provider’s assistance in using Lexi.Market or resolving issues, including providing customer support. The Service Provider is not obligated to monitor or have access to the Client’s account but may do so if there is sufficient reason (e.g., to prevent illegal or harmful activity or provide customer support).
9.6. The Service Provider implements reasonable and commercially reasonable technical and organizational measures to ensure that the processing complies with applicable requirements.
9.7. Client data will not be disclosed to third parties without the Client’s consent, except where necessary to fulfill the Agreement or comply with legal requirements. As the use of Lexi.Market (e.g., website operation, server center) involves third-party services, personal data may also be disclosed to them to the extent necessary to fulfill the Agreement.
9.8. Complaints regarding violations related to the processing of personal data may be submitted to the Data Protection Inspectorate (www.aki.ee).
9.9. If the Client or user decides to join the Service Provider’s newsletter, the Service Provider may use their personal data to send them information about products, services, advertisements, and events that the Service Provider believes may be of interest to them. Such subscriptions can be terminated at any time.

10. Term, suspension, and termination

10.1. The Agreement is concluded for an indefinite period. Either the Client or the Service Provider may terminate the Agreement at any time without cause by providing at least 30 calendar days’ notice.
10.2. The Service Provider reserves the right to change the Terms of Use at any time. The Service Provider will notify the Client of such changes within a reasonable time. If the Client does not agree with the changes or any specific change, they have the right to terminate the Agreement at the end of the current billing period.
10.3. The Service Provider may suspend the Client’s right to use Lexi.Market and temporarily block access to the Database or delete data if the Client violates the Agreement.
10.4. The Service Provider has the right to terminate the Agreement without notice if the Client materially breaches the Agreement. Material breaches include, but are not limited to: (i) the Client has infringed the intellectual property rights (including copyright) of the Service Provider or a third party, or has exercised any Lexi.Market-related rights they do not have; (ii) the Client is in arrears for more than 30 calendar days; (iii) the Client has taken actions that threaten the security or operation of Lexi.Market; (iv) the Client does not have the right to process the data in the Database or has materially breached processing-related obligations; (v) the Client’s assurances are incorrect; (vi) bankruptcy proceedings have been initiated against the Client or a bankruptcy warning has been issued; (vii) any breach that the Client has not remedied within two weeks of receiving a corresponding demand from the Service Provider.
10.5. Upon termination of the Agreement, the Client loses the right to use Lexi.Market and access the Database.
10.6. If the Agreement is terminated or access to the Database is (temporarily) blocked, the Service Provider is not obligated to compensate for any fees the Client may have paid in advance.
10.7. The Service Provider retains the Client’s data for 30 days after the termination of the Agreement. During this 30-day period, the Client can obtain temporary access to the Database for data export using standard software tools or through the machine interface by agreeing with the Service Provider on an additional fee. After 30 days from the termination of the Agreement, the Service Provider permanently deletes the data.

11. Applicable law and dispute resolution

11.1. Disputes and disagreements arising from the Agreement will be resolved through negotiations.
11.2. If negotiations fail, disputes arising from or related to the Agreement will be resolved in the Harju County Court in the Republic of Estonia as the court of first instance.
11.3. The Agreement is governed by the law of the Republic of Estonia.

MISCELLANEOUS

12.1. The Client confirms that: (i) the information provided to the Service Provider is true, accurate, and complete, and agrees to promptly notify the Service Provider of any changes; (ii) the conclusion and fulfillment of the Agreement do not violate any legal relationships, legal acts, administrative orders, including data protection regulations; (iii) no bankruptcy proceedings have been initiated against the Client, nor has a bankruptcy warning been issued. The Service Provider may rely on the Client’s information without verifying it.
12.2. Any person who joins Lexi.Market on behalf of the Client or represents the Client in any other way is responsible for the validity of their representation and agrees to compensate for any damage caused by the lack of valid representation. If a person does not have valid representation, it is considered that the representative concluded the Agreement in their own name.
12.3. If one or more provisions of the Agreement are found to be invalid or unenforceable in any part, this does not affect the validity or enforceability of the remaining provisions of the Agreement.
12.4. The terms of the Agreement have been negotiated. The Parties have read and understood the content of the Agreement. The Parties confirm that the Agreement corresponds to their interests and that they agree with each provision.
12.5. Each Party must promptly inform the other of any changes to the data provided in the Agreement, and in any case, no later than three working days after the change occurs. Until such notification is received, the data provided in the Agreement, or as last reported, will be considered valid.
12.6. Notices related to this Agreement shall be deemed received under the following conditions: when delivered in person against a signature, when a response is received to an email, or three working days after an email is sent to the address specified in the Agreement.
12.7. The Client agrees that the Service Provider may include the Client’s name in its list of clients, provided that the Client is not listed individually.