Terms and conditions

LVENGINE
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1.Object

1.1. LVENGINE Web Software, Lda. (Hereinafter, “LVENGINE”), a limited liability company with registered office at Rua Fábrica da Lã 255, 4400-706 Vila Nova de Gaia, NIPC 503874396, owner of the trademark “LVENGINE”, provides the services described in the particular conditions and the Service Order Form attached to this agreement (hereinafter the “Services”).

1.2. Services are a solution that integrates many features, including developed cloud services, implemented and tested by LVENGINE, web software, websites, e-commerce solutions, CRM, Flexidash, email hosting and domain registration.

1.3. Specifications and technical data for the Services are provided in the documentation provided to you with this agreement.

1.4. The provision of the Services by LVENGINE will not commence until the Customer has provided, in good faith and truth, all data requested in the Special Conditions form and the Service Oder Form and has signed them.

 

2. Service Supply

2.1. Customer access to the Services is by remote means only, contracting for the provision of associated services, maintenance, software upgrades and hosting of software and data in the Datacenter.

2.2. LVENGINE undertakes to take the necessary steps to provide the Services on and during the term agreed with the Customer, which is identified in the Specific Conditions and the Service Order Form.

2.3. The Customer is aware that LVENGINE only controls the systems that are part of its network, and therefore cannot guarantee the provision of the Services without fail, in the national or international networks and communication systems that are not under its control.

2.4. The Customer is aware that LVENGINE only controls the systems that are part of its network, and therefore cannot guarantee the provision of the Services without fail, in the national or international networks and communication systems that are not under its control.

2.5. LVENGINE also does not guarantee access to the Services in situations of: unpredictable overload of the systems on which they are supported or Major Force (situations of extraordinary or unpredictable nature, outside LVENGINE and that cannot be controlled by it).

2.6. In the event of interruption of access to the Services for reasons of unforeseen overload of the systems on which they are supported, LVENGINE undertakes to regulate its operation as soon as possible.

2.7. Customer acknowledges that LVENGINE does not control the content of information transmitted or disclosed by Customer through the communications networks it uses.

2.8. It is the Customer's sole responsibility to ensure that the equipment, operating systems or computer programs it uses are appropriate to use the Services.

 

3. Personal Data

3.1. Personal data will be processed under the terms and conditions provided in the LVENGINE Privacy Policy.

3.2. LVENGINE reserves the right to change the Privacy Policy at any time, relevant changes are communicated to the Customer.

3.3. The customer states and ensures that all personal data (either on its own or on its behalf) transmitted to LVENGINE is current, accurate and lawful, and in particular guarantees legitimacy for its transmission.

3.4. The Customer is required to notify LVENGINE of any alteration or modification to the personal data transmitted, assuming full responsibility for the losses and damages caused by their erroneous, inaccurate, illegitimate, illicit or incomplete communication.

3.5. When LVENGINE, under the contracted services, carries out any personal data processing operation on behalf of the Client, the Client will be responsible for this operation and LVENGINE the Subcontractor, with the following rules applicable:

a) LVENGINE is authorized, on behalf of the Customer, to process personal data (hereinafter, the "Data") under the provision of the Services of the contract;

b) Data processing will be carried out when necessary, during the term of this Agreement, without prejudice to the fulfillment of legal and contractual obligations by LVENGINE;

c) The data processed objects are those transmitted by the Client to (and accessed by) LVENGINE, as well as all data resulting directly or indirectly of such processing, on which only the processing of sensitive data shall be included if the respective processing is necessary for the performance of the contract.

d) LVENGINE will treat the Data according with the terms of the agreement, applicable law and any lawful documented instructions from the Customer transmitted to LVENGINE. LVENGINE will inform the Customer in case any instruction violates applicable law. LVENGINE is authorized to perform data transfers to third countries or international organizations in accordance with the applicable law on the transfer of personal data.

e) People under LVENGINE's responsibility which are authorized to process personal data have made a commitment to confidentiality or are subject to appropriate legal obligations of confidentiality;

f) Each part shall take appropriate technical and organizational measures to ensure that the processing of Data under the contract meets the requirements of the General Data Protection Regulation (“RGPD”) and other applicable legislation;

g) The Customer authorizes LVENGINE to hire subcontractors, including those located outside the EEA, and LVENGINE shall inform the Customer of any intended changes to the increase or replacement of any existing subcontractors. The Customer may object to such changes in the written form, within eight (8) days of such communication, after that they will be considered authorized;

h) Considering the nature of the Services, and to the extent possibles, LVENGINE will assist the Customer through appropriate technical and organizational measures to enable the Customer to fulfill its obligation of responding to data subject requests having in mind the exercise of their rights. Whenever data subjects approach LVENGINE for the exercise of their rights, LVENGINE shall within a reasonable time forward such requests to the Customer;

i) Given the nature of the Services and the information available to LVENGINE, LVENGINE will assist the Customer regarding: the fulfillment of security obligations in processing; notifying the supervisory authority and the owners in case of personal data violation; assessing the impact of data protection and prior consultation as provided for in Articles 32 to 36 of the General Data Protection Regulation;

j) Once the provision of Services is completed, LVENGINE will return to the Customer any personal data in its possession, unless the data is required under Union or Member State law;

k) Upon reasonable requests by the Customer, LVENGINE will provide necessary information to demonstrate the compliance of obligations to LVENGINE and will assist and contribute to audits, including inspections, conducted by the Customer or an auditor mandated by the Customer;

l) If LVENGINE detects any type of Data violation, LVENGINE will notify the Customer according to the  performance of the contract;

m) The Customer represents and guarentees that all Data, by himself or on his behalf, transmitted to LVENGINE are current, accurate, lawful, and in particular ensuring the legitimacy for the respective transmission.

n) The Customer must notify LVENGINE of any alteration or modification to the transmitted Data, assuming full responsibility for the losses and damages caused by the erroneous, inaccurate, illegitimate, illicit or incomplete communication thereof;

o) The Customer will be responsible for all the expenses and costs, including administrative costs, incurred by LVENGINE in providing assistance and cooperation under this clause and applicable law.

 

4. Customers Obligations and Responsibilities

4.1. The Customer must::

a) Not use, and prevent others from using the Services (or part of the Services), to store, reproduce, transmit, communicate or obtain any material, data, images or information that:

(i) violates any legal or regulatory provision, code of conduct or conditions of use;

(ii) is abusive, defamatory, obscene, pornographic, threatening or in any way offensive;

(iii) Violates any provision regarding confidentiality, intellectual or industrial property rights, privacy or any other rights of third parties protected by the laws of any State or any International Treaty;

b) Not infringe LVENGINE or third party intellectual property rights, or any other proprietary rights relating to computer programs, other programs and any other property provided by LVENGINE for use of the Services;

c) Not use, or allow others to use, the Services for any unlawful or potentially disruptive purpose, including the sending or transmission of unsolicited email (also known as “Spam”);

d) Not repair, modify or interfere with, or enter into the network any type of programs, data or other information that may in any way affect the Services, cause harm to third parties or be considered illegal;

e) Not assign, transmit or permit the use of the Services to any third party, by any means or under any circumstances;

f) Except as otherwise provided by law, do not disrupt, decompile, disassemble or reverse engineer the software licensed under this Agreement;

g) Immediately report breach of any security issues related to the Services, including, but not limited to, unauthorized use of your password or account.

4.2. The Customer further undertakes to respect the conditions of use of the Services established at any time by LVENGINE. However, any new conditions communicated to Customer by LVENGINE during the performance of the Agreement shall not, however, cause a significant change in the use of the Contracted Services. If the new conditions of use that LVENGINE communicates to Customer during the term of the Agreement cause significant change in the use of the Contracted Services, Customer may terminate this Agreement with just cause under clause 9.

4.3. Customer is responsible for the actions and omissions of all its users, including the consequences resulting from failure to comply with the terms of this Agreement.

 

5. Price and Payment of Services

5.1. Customer will pay the price for the Services under the terms and conditions set forth in the Specific Conditions of this Agreement, upon invoice issued by LVENGINE prior to the commencement of the period to which the Services relate.

5.2. LVENGINE may at any time update the price of the Services, and such update shall be communicated by email to Customer at least thirty (30) days prior to the date of its effect. At the end of this period, and the continued use of the Services by Customer within thirty (30) days thereafter, LVENGINE will consider that the new price of the Services has been unequivocally accepted by Customer, thereby waiving the right to terminate the Agreement. assisting you by changing the price of the Services you contract.

5.3. If Customer intends to terminate the agreement on the grounds that LVENGINE has changed the price of the Services, termination on this basis will not result in the imposition of any penalty and will suspend the Services within 30 days of Customer's notice of non-compliance. -acceptance of the new conditions.

5.4. Payment of the price will be made through Direct Debit System (SDD) or Bank Transfer.

5.5. Customer will pay interest at the statutory surcharge on all sums not paid within the payment term indicated in the Specific Conditions and the Service Order Form and invoices issued by LVENGINE.

 

6. Intellectual Property

All rights inherent in the authorship and ownership of the Services and the software on which they are based are the sole property of LVENGINE and Customer shall not in any case have the right to source code.

 

7. Duration

7.1. The Agreement will commence on the date of commencement of the respective provision of the Services or, if this is not determinable, on the “Date of Celebration”, and will be automatically and successively renewed for periods equal to the initial term, unless either party terminates it for means of written communication addressed to the other party at least 45 (forty-five) days prior to the expiration of the term or its renewals.

7.2. "Date of Celebration" means the moment of signing the Service Order Form and its attachments.

 

8. Suspension of Services

8.1. LVENGINE has the right to suspend the Services, or part of the Services, contracted if:

(a) The Customer breaches any of the obligations contained in this Agreement; or

(b) LVENGINE receives a complaint from a third party regarding the Client's use of the Services to store, maintain or transmit offensive material, or receives a communication from a public entity stating that the Client may be using the Services in violation of the applicable legal provisions.

8.2. The suspension of the Services, or part of the Services, contracted shall only occur if the Customer does not rectify the situation of non-compliance within 8 (eight) days after request made by LVENGINE to repair the defective behavior.

8.3. LVENGINE also has the right to suspend the Services, or part of the Services, contracted if the Customer does not make full payment of the invoices issued, within the period stipulated therein. LVENGINE will notify the Customer of the suspension with 14 (fourteen) days' notice.

8.4. In the event of suspension of the Services, or part of the Services, contracted under the terms of paragraphs 1 and 3 of this clause:

(a) LVENGINE has the right to charge a reactivation fee for the Services subject to suspension, equivalent to 10% of the monthly fee for the Service in question, but with a minimum amount of € 150.00 (one hundred and fifty euros);

(b) The Customer may only return to using the Services, or part of the Services, which are subject to suspension within 5 (five) days after the date on which the wrongful behavior is shown to have been cured.

8.5. LVENGINE also has the right to temporarily suspend the Services, or part of the Services, contracted for operational reasons, namely for the purposes of repairing, maintaining or making improvements to its network or Datacenter. The temporary suspension with any of these grounds must be communicated to the Client at least 2 (two) days in advance, unless, for emergency reasons or cases of force majeure, such prior communication is impossible.

9. Termination of Contract

9.1. LVENGINE may terminate this Agreement if the Client fails to comply with any of its clauses.

9.2. Definitive non-compliance with the contract, liable to determine the immediate and automatic termination of the Contract, the non-payment by the Client of the price of the Services, or any other amount due, is considered within 60 (sixty) days after the payment deadline.

9.3. In the event of non-compliance with any other contractual provision, LVENGINE may terminate the Agreement if the Customer does not rectify the non-compliance within 15 (fifteen) days after written communication regarding the situation of non-compliance sent by LVENGINE, if another is not the established term in this Agreement.

9.4. The Client may terminate this Agreement if LVENGINE fails to fulfill any of its obligations and does not rectify the breach within 15 (fifteen) days after receiving the Client's written communication to that effect.

9.5. LVENGINE may revoke this Agreement if the provision of Services provided under the Agreement ends, by means of a written communication sent to the Client at least 45 (forty-five) days in advance. In this case, LVENGINE will refund to the Customer the sums already paid for unused Services.

9.6. The termination of this Agreement by the Customer without grounds for non-compliance by LVENGINE requires payment by the Customer of all amounts due.

9.7. During the period of 1 (one) year from the date of termination of this Agreement, the Customer may request a backup copy of the Services' databases, a copy that will be provided by LVENGINE against payment of the estimated price in the price list and conditions of sale in force and provided that all the Client's debts to LVENGINE are fully settled.

9.8. At the end of the period provided for in the preceding paragraph, the Services database will be immediately and without any further formality, after which it will no longer be possible to recover.

 

10. Force majeure

10.1. LVENGINE has the appropriate computer, energy and telecommunications mechanisms and instruments, within the scope of the technology currently available, to provide the Services.

10.2. LVENGINE will not be, in any way, responsible to the Client for difficulties of remote access or for the interruption of that access, which are evidently motivated by natural facts or attributable to acts or omissions of third parties, which by their nature and / or conditions are found. out of effective control by LVENGINE.

10.3. The party that fails to comply with any of the obligations set out in this Agreement, for reasons of an extraordinary or unpredictable nature, outside and not under its control, such as fires, power cuts, explosions, wars, riots, civil insurrections, government decisions, strikes, earthquakes, floods or other natural cataclysms or other situations not controllable by the parties that prevent or impair the fulfillment of the obligations assumed under this contract (“Force Majeure”), will not be responsible to the other for this non-compliance.

10.4. If the Force Majeure situation lasts for a period exceeding sixty (60) days, either party may terminate the Contract, by means of a written communication addressed to the other party, under the terms established in Clause 9.

11. Responsibility and Availability of Services

11.1. LVENGINE can only be held responsible for the damages or damages resulting from the breach or defective fulfillment of this contract that are imputable as intent or serious fault, not being responsible in particular for (i) damages caused by the fault of the Client or third parties, ( ii) that result from compliance with judicial decisions or administrative authorities, (iii) operating losses or (iv) that result from the occurrence of Force Majeure situations.

11.2. The Client expressly acknowledges and accepts that LVENGINE is limited to providing the Services, and is not responsible for the content of the information or any data made available or received through the Internet or communications networks, nor for facts or circumstances that evidence their illegality.

11.3. The Parties recognize that LVENGINE invests significantly in Datacenter, hardware and human resources, so that the Services are of the highest quality and have the shortest possible downtime.

11.4. The Services may be temporarily unavailable, for the periods of time technically necessary for LVENGINE to carry out technical interventions, upgrades, updates, troubleshooting of the system and / or servers, or even maintenance of the Datacenter itself where the solutions are housed.

11.5. At night, from 0:00 (zero) hours and up to 7:00 (seven) hours, and at the weekend, backups can be made to the entire system.

 

12. Training and Technical Assistance

The training of personnel at the service of the Customer, as well as technical assistance in the context of its use will be provided by LVENGINE. These services will be charged according to the table in force.

 

13. Warranties

13.1 LVENGINE warrants to the Customer that the Services allow the performance of the features and functions described in the documentation referred to in clause 1 of this agreement.

13.2. If there is any error in the Services that is the responsibility of LVENGINE, LVENGINE guarantees that it will make every effort to ensure that the error is overcome in the shortest possible time.

13.3. LVENGINE, without prejudice to the provisions of this clause, does not grant the Client any other guarantee, namely that the Services will not suffer interruption of use or that they will be entirely free from errors.

13.4. The Customer expressly declares to exempt LVENGINE or its partners from any liability for damages or losses that may arise for their economic activity from the use of the Services.

13.5. LVENGINE does not guarantee that the characteristics of the Services and their functioning will remain unchanged in the future, as the Services will be in constant development and innovation.

 

14. Changes to the Contract

14.1. Without prejudice to the provisions of the other clauses of the Contract, LVENGINE may, whenever deemed necessary, amend these Terms and Conditions of Service, the Service Order Form and the Particular Conditions.

14.2. The changes or additions will be effective once thirty (30) days have passed after the communication made to the Client.

14.3. The Client may terminate this Agreement, without any penalty, by means of a written communication sent to LVENGINE within 15 (fifteen) days from the receipt of the communication of the amendment referred to in the previous number.

14.4. The Contract may not, however, be terminated, under the terms of this Clause, if the modifications or additions to the general conditions are made by imposition of law or regulation.

14.5. The use of the Services by the Customer after the expiration of the term established for the termination of the Contract under this clause will be considered as an acceptance, by the Client, of the modifications to the Contract and, to that extent as a waiver of the right of termination of the Contract that assists him.

14.6. The exercise, within the term, of the right to terminate the Contract determines the suspension of the Services on the date scheduled for the proposed changes to take effect.

 

15. Secrecy and Confidentiality

15.1. LVENGINE undertakes to maintain strict secrecy and confidentiality in relation to the confidential information of the Client to which it may have access in the scope of the provision of the Services, agreeing the parties that it will be considered confidential, for the purposes of this agreement, all the information contained in the bases Customer data for the purpose of using the contracted Services.

15.2. The Client authorizes LVENGINE to obtain, through the instruments necessary for the provision of the Services, statistical information on the use of the system, to analyze improvements to be made, performance optimizations, errors to be corrected or to produce global information, with full and strict application of the provisions of paragraph 1 of this clause.

15.3. LVENGINE undertakes to observe strict confidentiality regarding all information related to the Client's activity, namely, regarding products, prices, suppliers, customers, projects, ideas, sales techniques, processes, software and similar information so that they contribute or to which you may have access in the context of the execution of this Agreement, committing yourself not to keep beyond what is strictly necessary for the performance of your work, nor to entrust to third parties, totally or partially, nor to use, explore or commercialize for the benefit own or third parties to said information.

 

16. Communications and notifications

16.1. Communications and notifications made under this Agreement will be completed, unless otherwise specified, to the email address of LVENGINE info@lvengine.com
LVENGINE can also make such communications by registered letter with acknowledgment of delivery to the Customer's billing address.

16.2. The communications established between the parties, within the scope of the execution of this Agreement, are considered to have been made, in the case of the use of electronic mail, on the date of receipt of the communication from the receiver's device or, in the case of recourse to the registered letter with acknowledgment of receipt, on the date indicated on the respective receipt receipt receipt.

16.3. Pursuant to Article 229 of the Code of Civil Procedure, for the purposes of summonsing the Client in the context of a judicial action aimed at the fulfillment of pecuniary obligations arising from this contract, the parties stipulate as the agreed address the Client's address indicated in the Particular Conditions.

16.4. The Client undertakes to notify LVENGINE of any change in the address indicated in the Particular Conditions or in the Service Order Form, within a maximum period of 30 (thirty) days, by registered letter with acknowledgment of receipt.

17. Law and jurisdiction

17.1. This contract is governed by the Portuguese law.

17.2. To resolve any issues arising from the interpretation or performance of this Agreement, the parties designate the jurisdiction of the District of Porto as competent, with express waiver of any other.

18. Ownership of the Software

18.1. The User acknowledges that the granting of this license does not constitute any selling  or trade,  of the original Software or any version thereof and, therefore, no intellectual property rights are transferred to the Software, which will remain the exclusive property of LVENGINE.

 

19. LVENGINE’s Server Installation

19.1. The Software is held on LVENGINE's servers, or a third-party server hired by LVENGINE for the purpose, and a “Customer Account” is created for that purpose and to which the Client will have access via the internet, by entering a login code and own password.

19.2. All information held by the User on the servers will be exclusive property of the Customer, who is responsible for the strict compliance of any legal obligations, namely those provided in the General Data Protection Regulation (GDPR), Regulation (EU) 2016/679, regarding protection of the individual persons with regard to the processing of personal data and the free movement of such data.

19.3. In the event of the termination of the Contract for any reason, LVENGINE undertakes to transfer to the User, or to the designated  third party /parties, all the information contained in the “Customer Account” hosted on the servers . Such transfer will be carried out by LVENGINE, at the expense of the User, in a diligent manner, in order to allow the migration of the information contained in its computer system to another system indicated by the User.

19.4. The Customer will be responsible for the installation and maintenance of any infrastructure, equipment, telecommunications service or other technical means necessary to access the Software installed on the servers.

19.5. LVENGINE will maintain and repair the infrastructure and equipment of its property, but will not be responsible for any communication failures and / or difficulties in accessing the servers.LVENGINE will maintain and repair the infrastructure and equipment of its property, but will not be responsible for any communication failures and / or difficulties in accessing the servers.

19.6. LVENGINE shall have the right to suspend or limit access to the Software whenever necessary to ensure the security and smooth functioning of the servers.

19.7. LVENGINE may hold the Software on a third party server, including located outside the EU, as well as change the jurisdiction where its servers are located.

 

20. Term

20.1. Depending on the type of licensing contracted with the User, and provided that the terms and conditions established in this contract are observed, namely the obligation to pay the Price, the license is granted by:

(a) Unlimited Duration - the User will be entitled to use the Software, in the version for which the License was granted, for an indefinite period, unless the agreement is terminated by LVENGINE based on the User's non-compliance.

20.2. Either party may terminate this contract if the other party seriously or repeatedly fails to fulfill its obligations, by sending written notice to the defaulting party, asking it to remedy the breach within 15 days, under penalty of contra resolution.

20.3. In case of termination of the contract for any reason, the User must immediately end all use of the Software and return to LVENGINE, or its authorized partners, the Software, any copies, documentation, manuals and all supporting documentation that come with the Software.

20.4. In case of termination of the contract for any reason, the User will be guaranteed the possibility of continuing to access the application for ordinary consultative purposes, being however forbidden to handle the content and / or to enter new data.

21. Suspension

21.1 The term of this agreement is automatically suspended if the User is in debt for more than 14 (fourteen) days in relation to the payment of the agreed price, representing cause for the termination of the contract and suspension of use of the Software, with the immediate impossibility for the User to continue using and / or accessing the Software.

 

22. Conditions of the use of the Software

22.1. The provisions of the legislation in force are applicable in all the omissions of this contract, including the Service Order Form and the Terms and Conditions for the Provision of Services, which are  integral parts of it.

22.2. The User will have to pay the amount of accommodation on LVENGINE's servers, or of third parties hired by it, which is specifically agreed between the Parties to experience / use the contracted Software.