Approved with resolution of Management Board of ABT on 22.04.2024
GENERAL TERMS OF USE OF AUTOBAHN
1.1. The software “Autobahn” created by ABT comprises a database and work processes, which are available for the Customer online at the address app.abahn.net.
1.2. ABT declares that it has the right to grant such access for the Customer.
1.3. The entire Autobahn user interface is available in English and several other languages. The language of user interface and of the content (including printed materials) can be selected independently by the user. The user interface is responsive, i.e. it works in smartphones and tablets with the same functionality as in computer.
1.4. ABT shall guarantee the operation of Autobahn for the Customer and users 24/7 on all weekdays, except during maintenance interruptions according to clause 8.2.
2. INTELLECTUAL PROPERTY
2.1. The License for the use of Autobahn shall be valid after signing of the Agreement by the Parties and the commission of Autobahn by the Customer. The License shall be valid until the expiry of the Agreement.
2.2. The economic rights regarding the intellectual property of the author of Autobahn shall be the property of ABT.
2.3. ABT shall have the right to assign the License in any volume at its own discretion and at any time or grant the right to use Autobahn to any third persons. This shall not affect the rights arising from the Customer’s License.
2.4. Without ABT’s prior written consent, the Customer shall not have the right to partially or fully transfer the rights arising from the License or access to Autobahn to any third persons or give the License to third persons for use or mediate the service made available by Autobahn to third persons. Retailers related to the Customer or persons providing a service to the Customer (e.g. accounting bureaus) and any company in the same group as the Customer shall not be considered third persons. In this case, likewise, the Customer shall be liable for the performance of the Agreement and the General Terms of Use.
2.5. The Customer shall not have the right to reproduce or translate, adjust or reprocess Autobahn in any other manner or reproduce the results achieved for third parties.
2.6. The Customer shall be prohibited from trying to identify the source code of Autobahn.
3. LIABILITY
3.1. The Parties shall bear full proprietary liability for the non-performance or unsatisfactory performance of the obligations laid down in the Agreement and for compensation for damages caused by a delay in performance, taking into account the restrictions provided in the General Terms of Use.
3.2. A Party shall be held liable for breach of the Agreement if the breach of the Agreement is the liability of the representative of the Party (a Member of the Management Board or a replacement body or any other person represented by the Member) or any other person that the Party used for the performance of its obligations, including an employee, worker, mandatory or any other person of the Party or its cooperation partner to whom the Party entrusted the performance of the Agreement or part thereof.
3.3. A Party shall be considered aware of a circumstance or having foreseen it or being in a situation in which it should have been aware of or foreseen it if a person indicated in the Agreement who is under the liability of the Party was or had to be aware of the circumstance or had to foresee it.
3.4. ABT shall fix any errors in Autobahn as soon as feasible by way of remote administration in its location. If the Customer’s data have been damaged due to error, malfunction or hacking, ABT shall fix such data. Response times are given in Autobahn Standard Service Level Agreement (Annex 1).
3.5. Upon agreement with the Customer, an error in Autobahn may also be sought in the Customer’s location, in which case ABT has the right request compensation from the Customer to the extent of reasonable costs incurred.
3.6. The Customer’s data shall be kept in an internationally recognized, GDPR compliant third person’s server and ABT shall ensure the preservation of the Customer’s data. If the Customer’s data are lost or leaks to a third party or to the public by fault of ABT, ABT shall compensate the Customer’s losses, but to the maximum extent of a 12 (twelve) monthly fees of the Agreement. If the Customer’s data are lost or leaks to a third party or to the public by fault of a subcontractor of ABT, ABT shall compensate the Customer’s losses, but to the maximum extent the faulty party is liable to ABT. If the faulty party is liable for the losses of several customers, the compensation received from the faulty party shall be proportionally distributed between such customers.
3.7. If it is impossible for the Customer to use Autobahn due to reasons arising from ABT for more than 120 minutes in a row or a total of more than 16 hours a month (I.e. uptime is below 97,7%), except the time of maintenance, and the reason is not a force majeure event, ABT shall reduce the Agreement Fee payable by the Customer for the affected month as follows:
3.7.1 the Agreement Fee shall be reduced by 2% for each hour exceeding the time stipulated in clause 3.8 of the Agreement;
3.7.2 the Agreement Fee shall in no event be reduced below 0.
3.8. If the Customer delays with any payments arising from the Agreement, ABT shall have the right to demand default interest from the Customer in the amount of 0.05% per day on the outstanding Agreement Fee.
3.9. ABT shall not be obliged to compensate the Customer for the damages if the Customer has infringed the terms of clause 2 e.g. (but not limited to) in case of unauthorized tampering with the system.”
3.10. ABT’s liability under this Agreement for the errors in Autobahn shall be limited to the repairs of the error and recovery of the data corrupted due to the error, except for the GDPR infringements, for which the liability is specified in clause 3.6.
3.11. ABT shall in no event be liable for the indirect damages caused to the Customer.
4. VALIDITY AND EXPIRY OF AGREEMENT
4.1. The Agreement comprises the General Terms of Use of Autobahn and the Software Use Agreement for Autobahn. The Agreement shall enter into force upon signature by Parties and shall be valid without a term.
4.2. ABT shall have the right to unilaterally change these General Terms or the Pricelist. ABT shall notify the Customer 3 (three) months in advance of any changes in the General Terms or Pricelist. In case the Customer does not agree to the amendments, the Customer is entitled to terminate the Agreement from the date the amendments would become effective, provided that the Customer notifies ABT in writing about the termination no later than 1 month after ABT's written notification of the amendments.
4.3. A conflict arising due to a change in the legislation or in any other legal acts in a provision of the Agreement shall not affect the validity of the rest of the Agreement. The Parties shall replace the invalid provision with a new valid provision upon mutual agreement.
4.4. The Parties shall have the right to cancel the Agreement at any time upon written agreement.
4.5. The Parties shall have the right to cancel the Agreement if the other Party commits a significant breach of the Agreement.
4.6. The Parties shall have the right to end the Contract without giving a reason by notifying the other Party 6 (six) months in advance. In such an event, the General Terms and Price List valid on the day of cancellation of the Agreement shall be applicable to the Agreement until the expiry thereof.
4.7. ABT shall have the right to cancel the Agreement by notifying thereof 1 (one) month in advance if the Customer fails to pay the invoices issued in 2 (two) months.
5. CONFIDENTIALITY
5.1. Any information concerning the Agreement, its content and performance shall be confidential and shall not be disclosed by the Parties to any third parties. Such data can only be disclosed with prior written consent of the other Party or in cases directly arising from the law.
5.2. Any information sent during the performance of the Agreement may not be used for any other purpose than using Autobahn in compliance with the Agreement, may not be transferred to third parties or used for developing or producing software substantially similar in its content or for any other activities infringing intellectual property rights.
5.3. If there is a legal obligation to disclose confidential information, the confidential information shall only be disclosed in the least extent and to the persons or authorities, required by law.
5.4. The confidentiality clause shall be valid without a term and is not related to the validity of the Agreement. Any breach of the confidentiality clause shall be considered a serious infringement on the part of the respective Party and shall constitute a sufficient ground for cancellation of the Agreement.
5.5. The confidentiality clause established in the Agreement shall not be applicable to the disclosure of information to the auditors, lawyers and credit and financing institutions of the Parties or the employees of the Parties to the extent required for the performance of their work duties and on the condition that such persons comply with the confidentiality clause arising from the Agreement.
6. CUSTOMER’S DATA
6.1. ABT shall keep confidential, without a term, all data which have become known to it about the Customer and the Customer’s clients and shall not use (neither directly nor indirectly) any information regarding the Customer or its clients for any other purpose than the performance of the obligations arising from the Agreement for ABT. ABT shall use its best efforts to guarantee the preservation and confidentiality of the Customers’ data kept in Autobahn, including the data of the Customer’s clients and the data regarding all transactions.
6.2. Hereby, the Customer shall grant its irrevocable consent to have its data preserved in the server of a third party selected by ABT and declares it shall not submit any claims to ABT in relation to it.
6.3 The data entered by the Customer in Autobahn shall be the property of the Customer, except when the data are in joint ownership of the customers due to their nature or a resolution of the Customer.
6.4 Customer is entitled to have access to the copy of Customer’s data as at the previous day. Such access shall remain available for the Customer throughout the validity of the Agreement and 1 month after expiry of the Agreement, after which ABT shall delete all data of the Customer from its databases. The use of this data by the Customer does not constitute an infringement of the IP rights of ABT, but ABT can charge a separate fee for this service.
6.5. For the event of hardware and software failures, ABT shall guarantee the preservation of the Customer’s data saved in the Autobahn database with the following measures:
6.5.1. By making safety copies of the application once a day, making safety copies of the database once a day, using the transaction log of the database, duplicating safety copies and transaction logs in various locations.
6.5.2. The measures in clause 6.5.1 shall ensure that in case of an eventual failure, only the data not yet saved by the system in the database can be lost.
7. DEVELOPMENT OF AUTOBAHN
7.1. Only ABT shall have the right and obligation to develop Autobahn.
7.2. The Parties may agree that ABT shall create special solutions for Autobahn based on a contract and the Customer’s written order.
7.3. The cost of a special solution for Autobahn shall be agreed upon by the Parties separately.
7.4. All proprietary intellectual property rights regarding the special solution for Autobahn shall be the property of ABT. ABT may decide to make the special solution available for all customers.
7.5. ABT shall notify the Customer of any material changes in Autobahn. Information about all changes made in Autobahn shall be displayed for the users upon logging in to the environment or by a separate e-mail to each user. ABT will refrain from changes, which would disrupt the current processes of the Customer. In cases, where such changes are inevitable, the process described in the Clause 4.2. will apply
7.6. ABT shall guarantee the availability of version updates arising from the planned development of Autobahn, which shall be included in the monthly license fee.
8. MAINTENANCE
8.1 Only ABT shall have the right and obligation to maintain the software. 8.2 Interruptions for system maintenance:
8.2.1 Maintenance works shall be performed outside working hours, i.e. on working days before 7:00 a.m. or after 10:00 p.m. GMT + 2, on Saturdays before 9:00 a.m. or after 6:00 p.m. GMT + 2 or on Sundays.
8.2.2 An interruption for maintenance works in Autobahn shall not last for more than 2 hours for every 24-hour period and more than 20 hours per month.
8.2.3. ABT shall notify the Customer of the time and purpose of the maintenance works at least 2 working days in advance.
9. REQUIREMENTS FOR THE USER’S SYSTEM, AND SUPPORT SYSTEMS
9.1. To work with Autobahn, the Customer shall have to meet the following technical requirements and shall have the following programs installed in the computers, smartphones or tablets, with user accounts:
a) Internet connection with the speed of at least 5 Mbit/s;
b) Web browser Mozilla Firefox, Google Chrome or Safari, which supports JavaScript.
9.2. ABT shall provide elementary training for the Customer’s employees for the use of Autobahn. The first user training will be included in setup cost. Further trainings and the cost thereof shall be agreed upon separately with the Customer.
9.3. The price of the consultations required for the use and improvement of Autobahn shall be included in the monthly payment as follows: first level support, if provided by ABT, is limited to 1 hour per month per user; second level support (to superuser) shall be provided as needed and without limitations; all cases of user support arising from errors in the programs shall be free of charge.
9.4. The price of implementation services (additional works and consultation) for Autobahn’s main environment and extensions (web shop, API-s etc.) are not included in the monthly fees, except the price of services referred in the clause 9.2, unless otherwise agreed by the Parties.
10. FORCE MAJEURE
10.1. A Party shall not be held liable for the breach of the Agreement if the non- performance of its obligations is caused by unforeseen circumstances or circumstances beyond the control of the Party, ie. by force majeure (natural disasters, earthquake, floods, storm, fire, acts of war, riots, activities of bodies of power and government bodies, amendment of legislation by state and local governments, constant and long-term blackouts, activity of banks or moratorium, etc.).
10.2. A force majeure circumstance is a circumstance which a Party could not have affected and which, according to the principle of reasonableness, a Party could not be expected to have taken into account at the time of the conclusion of the Agreement, or to have avoided or overcome the impediment or its consequences.
10.3. The non-performance or unsatisfactory performance of the obligations arising from the Agreement shall not be considered a breach of the Agreement if it is caused by force majeure. Force majeure shall extend the deadlines provided in the Agreement by the period in which the force majeure circumstances prevent the performance of the Agreement.
10.4. A Party who infringes its obligations due to force majeure shall immediately notify the other Party (if such notification is possible) of the force majeure circumstances and the effect thereof after the Party became aware of or should have become aware of the force majeure circumstances. The Parties shall be obliged to implement all reasonable measures to avoid the force majeure circumstances and the damages caused thereby or to reduce such effect. A Party shall continue the performance of its obligations under the Agreement as soon as the force majeure circumstances have been eliminated.
11. SETTLEMENT OF DISPUTES
11.1. Any disputes arising from the performance, amendment or cancellation of the Agreement or the attribution of liability shall be settled by negotiations between the Parties.
11.2. In the event of failure to reach agreement by negotiations, the disputes shall be settled at The Court of Arbitration of the Estonian Chamber of Commerce and Industry.
11.3. The Agreement shall be interpreted according to the actual common intention of the parties. The Agreement shall not be interpreted on the basis of an incorrect denotation or expression, which the Parties used due to an error.
11.4. The validity of the Agreement is not affected by the fact that the Parties have not knowingly or actually agreed upon the terms relevant for determining their rights and obligations if it can be expected that the Agreement would have been signed without agreeing on such terms. In such a case, a term, which is reasonable based on the circumstances, the intention of the Parties, the nature and purpose of the Agreement and the principle of good faith shall be applied.
12. NOTIFICATIONS
12.1. A Party shall notify the other Party of all significant facts, which may affect or hinder the performance of the obligations or the execution of the rights provided in the Agreement.
12.2. Any notices between the Parties in relation to the Agreement shall be prepared in a format which can be reproduced in writing, except when such notices are of informative nature and have no legal consequences on the other Party.
Annex 1. Autobahn Standard SLA
This Annex 1 to the General Terms of Use of Autobahn defines the terms and conditions for Standard Service Level Agreement (SLA).
ABT has invested heavily into robustness, simplicity and easiness to use of the Licensed SaaS Software Products. Standard SLA is intended to take into account business needs of Customer as a customer and targets to minimize and mitigate potential disturbances to Customer’s business as effectively and pro-actively as possibly.
1. Licensed SaaS Software in scope of this Standard SLA
Licensed SaaS Software Products in scope of this Standard SLA are:
Autobahn Importer Module Autobahn Dealer Sales Module
2. Support and Maintenance subject to Standard SLA
Standard Support and Maintenance service provided with regards to Licensed SaaS Software Products in scope of this Standard SLA has 4 priority categories and defined minimum pick- up times (WIP) and resolution times (RESOLVE) for each category. Time for each raised incident starts running when Customer has contacted ABT and given all applicable incident data for enabling ABT to categorize, investigate and resolve the incident, and ABT has acknowledged receipt of the information. All applicable incident data includes at minimum the following:
(i) contacting person name, email address and phone number (ii) the URL(s) / systems affected
(iii) beginning time of the incident or time when it was noticed (iv) a detailed description of the incident
(v) the end user location(s) suffering from the incident
(vi) the end user(s) suffering from the incident
(vii) extent of the incident known by the contacting person
(viii) description of attempts made by Customer to resolve the incident (ix) screenshot of the incident
In case the ABT needs to request additional data from the Customer, the SLA time stops temporarily, until the sufficient data has been provided by Customer.
3. Standard SLA Terms
For all incidents, regardless their status or criticality, ABT has the sole authority to categorize, to which severity level does the incident belong to. ABT attempts best to
categorize the incident in aforementioned email (Ticket) but in some cases additional information from Customer or further investigation is needed.
If the contacting person is unable to provide all the applicable incident data during first contact, the ABT may already start the investigation and simultaneously issue a Ticket to the contacting person inquiring for further information.
ABT closes the Ticket by sending a RESOLVE email to contacting person to confirm the incident is resolved with a short explanation of resolution. It is the responsibility of the contacting person to inform applicable end users of the resolution.
During the time a Ticket remains open and a partial resolution is implemented within SLA time, the ABT holds sole authority to re-categorize the Ticket for the remainder of the resolution.
The Customer is entitled to demand recategorization, if they provide proof about the impact of the incident. This applies both to the initial categorization and to the recategorization by ABT.
In case of partial resolution, ABT support team shall contact the contacting person and discuss whether the Ticket can be closed, or new Ticket(s) opened for the remainder of the resolution. After this discussion it is sole authority of the ABT to decide which method shall be applied.
When the contacting person receives the RESOLVE email, they should immediately check and confirm that the incident is not impacting any longer the applicable end user(s). In case the incident is still found to impact in full or partially, the contact person should re-contact the ABT support team with Ticket number asking to re-open the Ticket. If the request is found to be applicable, the Ticket is re-opened and SLA time continues running without interruption from the first contact.
4. Maintenance and Support Categories
Time-critical queries (customer service waiting behind it) - will respond within 2 hours
Non-time-critical queries (business operations waiting behind it, but not to the customer service) - will respond within business day
Other queries - will respond as soon as possible
5. Definition of Severity Levels
/ Critical – A critical production issue that severely impacts your use of the service. The situation halts your business operations and no procedural workaround exists. Response time 2 hours, notification of a target resolution plan or workaround within 24 hours.
Major – A major functionality is impacted or significant performance degradation is experienced. The situation is causing a high impact to portions of your business operations and no reasonable workaround exists. Response time 4 hours, notification of a target resolution plan or workaround implemented within 48 hours.
Minor - There is a partial, non-critical loss of use of the service with a medium- to-low impact on your business, but your business continues to function. Short- term workaround is available, but not scalable. Response time 1 business day, notification of a target resolution plan or scalable workaround implemented within 4 business days.
Cosmetic - Problem having minimal to no operational or business impact. System performance or business functions are inconvenienced but still functional, a workaround is available.. Response time 2 business days, notification of a target resolution plan at the first opportunity