I. GENERAL PRINCIPLES
1.1 "Antipodes" or "Website administrator" means "Antipodes" Sole Trader Limited Liability Company, Unified Identification Code 130168396, with corporate address and management offices at Sofia, "Dianabad" district, GM Dimitrov Boulevard, Block 60, entrance "G", apartment 84.
1.2. The "Website" is a publicly accessible internet website with the domain name www.salesray.com created, supported and registered by Antipodes with an organization to which first level domain management has been delegated.
1.3. "SalesRay" is an accessible and functional online specialized software product (computer programme) for resource planning and business process enterprise management created and supported by Antipodes.
1.4. The "Service" refers to the totality of:
a. non-exclusive and finite right of the use of SalesRay;
b. shared hosting and / or other cloud services related to the right to use SalesRay;
provided by Antipodes through the Website and client domain.
1.5. "Client" is any person who has acquired the right to use a client domain and the Service, notwithstanding whether this has occurred pursuant to these General Conditions, or whether the relationships with Antipodes in connection with the provision of the service has been established in another manner.
A person who is not a consumer within the meaning of the Consumer Protection Act cannot be a client.
1.6. "Client domain" is a client unique sub-domain of the Website www.salesray.com which pursuant to certain conditions set out by the Website administrator is accessible to the relevant client (or users acting on behalf of the client) and through which the client uses the Service;
1.7. "User" is any physical entity which in its capacity as a client or on behalf of a client may be entitled to access the client domain and use the Service.
A person who is solely accessing the Website or otherwise using the public content of the Website is not a consumer within the meaning of these General Conditions;
For the purposes of these General Conditions, "user" does not have the meaning given to it by the Consumer Protection Act.
1.8. "User Profile" is the totality of data (user name and password for access) which allow identification of the user and authenticates his right to use the Service and data (such as role in SalesRay and personal settings), define the restrictions and rights of a specific user when using the Service
1.9 "Client Profile" is the totality of data, on the basis of which the client can be identified for the purposes of using the Service pursuant to the established relationships. Client data includes data which the client has entered into the CRM module of SalesRay, "Companies" section, or when subscribing to use the Service
1.10. "Public content of the Website" is all the information available on the Website, notwithstanding the form it takes, includes text and graphic images, as well as other data, software, audio and video materials, access to which is not restricted by the Website administrator. The demo version of SalesRay, available with administrator set configurations and containing conditional data is also deemed part of the public content of the Website.
2.1. These General Conditions set out:
a. the relationship between Antipodes on the one hand and the customers using the Service on the other hand, as well as
b. the relationship between Antipodes on the one hand and persons using public content of the Website on the other.
2.2. Should the separate provisions of these General Conditions contradict the explicit conditions for the provision of the service agreed between Antipodes and the client, the expressly agreed conditions shall take precedence.
2.3. Antipodes, the clients, users and persons who use public content on the website are required to comply with the General Conditions, as well as all imperative provisions of applicable international law, including, even if they are not expressly included in the General Conditions.
2.4. Should the provisions of the General Conditions refer to other documents, users shall be required to know and comply with such other documents, which may also contain provisions of a legally binding nature, as well as any other information which the website administrators considers they are required to know or in accordance with applicable law.
2.5. Service configurations and their respective pricing plans form an integral part of these General Conditions.
3. Purpose of SalesRay and the Website
3.1. The service hereby provided forms part of the commercial activity of the Antipodes, namely: the creation, development, maintenance and provision in return for payment of the use of specialized software for business process management and resource planning (within the concept of software as a service/SaaS). The Cloud Services hereby provided form part of the Service (within the concept of Infrastructure as a Service / IaaS).
3.2. The Service is not designated for persons deemed to possess the quality of users within the meaning of the Consumer Protection Act. The Service provided by Antipodes and the related public content of the Website are intended for persons engaged in commercial or professional activity. A physical entity who is not or does not represent a person undertaking a professional or commercial activity should not subscribe to the Website.
Notwithstanding, should such a person wish to use the specialized software and the corresponding online infrastructure, he/she should contact Antipodes at the following e-mail address: email@example.com. The submission of such a request will not be considered acceptance of the General Conditions.
3.3. The intention of this Website is to serve as a platform for the provision and establishing of relations with clients and providing the Service by Antipodes.
The public content of the Website, including the demo version of SalesRay and the electronic form for subscription to the Website, is of an ancillary nature designed to present the Service and to establish relations with Antipodes with regard to the Service. The public content of the Website is of a general and representative (advertising) nature, aimed at explaining the nature, characteristics and functionality of the Service offered.
4. Acceptance of the General Conditions
4.1. The General Conditions are publicly available and each customer, user or other person, who uses the public content on the Website can read the latest version at the following homepage http://www.salesray.com/bg/termsofuse.
4.2. The explicit acceptance by the client of the General Conditions (agreement with the General Conditions) is a mandatory condition for the use of the Service. Users shall declare their acceptance by means of an electronic form available on the Website as part of the procedure for successfully subscribing to use the Service. Agreement with the General Conditions can be given explicitly by the customer or in another manner which the website administrator has deemed suitable and which authenticates the client's agreement to the General Conditions.
4.3. The General Conditions are always accepted in their entirety unless the parties to the Contract for the Provision of Services have come to any other agreement. By accepting the General Conditions, the client shall be bound to respect them unconditionally. Any agreement made unilaterally by a client with a different meaning will be considered as non-acceptance of the General Conditions and grounds for termination of the Contract for the Provision of Services.
4.4. Any person who wishes to become a client, but is unwilling to accept or who considers any provision of these General Conditions to be unclear, or of any other documents available on the website, should they be of a legally binding nature or not, may send an inquiry to the website administrator at the email address provided.
4.5. In so far as these General Conditions regulate access to and the use of the public website content, any person who gains access (has accessed the website), looks for information on the website, has used the appropriate functionality to request the use of a Demo version of SalesRay or has familiarised him/herself, or has used the public content in any other way, is considered to have accepted the relevant provisions of the General Conditions even if this has not been done expressly.
II. RULES FOR THE USE OF THE PUBLIC CONTENT OF THE WEBSITE
5. Rights and obligations of the administrator and users of the public content of the Website
5.1. All persons shall be obliged to use the public content of the Website in good faith and according to its designation, in compliance with the imperative requirements of the applicable legislation, good morals and these General Conditions.
5.2. All the public content on the Website is provided "as is". The content and functionality of the Website, including its visualization and technology, as well as the Demo version of SalesRay, are determined entirely at the sole discretion of the Website Administrator, who may modify and supplement them at any time.
5.3. The Website Administrator shall not be obliged to store or restore any public content on the Website which he/she may have updated or deleted at the request of customers, users or third parties, including training materials such as manuals and a SalesRay Demo version, answers to typical questions from clients and users, inter alia.
5.4. The Website Administrator may, at his/her discretion, without providing grounds for his/her decision, without prior notification and without due compensation for any damages or loss of profits, take action to suspend or restrict access to any person to the Website, its content, the public Demo version of SalesRay or the electronic subscription form on the website. The Administrator of the Website may exercise this right at any time, for an unlimited period or condition.
6. Copyright when using the public content
6.1. With the exception of the materials published on the website, which are expressly designated as being owned or created by third parties or links to information resources owned or created by third parties, all public content the website was created by Antipodes, or at their request, and Antipodes owns the copyright of such content of the website, as far as it is a suitable subject for protection under the law on copyright and related rights.
6.2. Any person may use the public content of the Website only to the extent necessary to familiarize themselves with the Service and establish relationships with Antipodes. Without the express written consent of the Website administrator, the public content of the Website, including a Demo version of SalesRay and electronic subscription form on the website, may not be used for other commercial purposes or in any other way, directly or indirectly, to acquire proprietary benefit beyond the use of the service. In particular, without the express written consent of Antipodes, the public content of the Website may not be copied, modified, supplemented, used to create derivative works (of the public content or SalesRay), and any other person in the name of or on behalf of third parties in order to distribute, present, sell or permit the use of the contents of the Website, wholly or individual elements thereof. No part of the content of the Website may be construed as providing the express consent of Antipodes under this provision of the General Conditions.
7. Electronic links
7.1. The website may contain electronic links to other websites or resources over which Antipodes does not exercise control. Antipodes does not review the content or functionality of such websites and is not liable for the legality, or quality of the content of such websites or resources, or whether they are up to date. The Website administrator is not responsible for guaranteeing access via the website to such websites or resources, or for actions which may be contrary to the mandatory provisions of law or of special rules for the use of such Internet sites or resources.
7.2. When the Website or Internet sites to which the Site contain links, may provide or present information on the activities of third parties, including goods or services provided by third parties, Antipodes shall not be liable for the legality of the activities of third parties, or for the quality of the goods and services provided. The Website administrator does not bear responsibility for the occurrence, execution, and termination of third party relationships, including in relation to damage and lost profits as a result of such relationships.
7.3. No part of these General Conditions or the public content on the website may be interpreted as acceptance of liability on the part of Antipodes for the performance of the obligations of third parties or responsibility for damages and lost profits, arising from the acts or omissions of third parties.
8. Liability when using public content
8.1. To the extent permitted by applicable law, Antipodes shall not assume any guarantee or liability for the quality of or any feature of the public content of the Website, including the demo version of SalesRay. The Website Administrator shall assume no responsibility for full compliance of the public content of the Website or whether it is up to date with the Service provided as well as any version or configuration of SalesRay used by individual clients as part of the Service provided.
No part of public content on the Website may be interpreted as a guarantee and/or any other form of obligation on the part of Antipodes with regard to the Service, except with the express written acceptance of such an obligation on the part of Antipodes when establishing relationships or entering into a contract with the client.
The above does not apply to the General Conditions or other legally binding documents found on the Website.
8.2. The Website administrator shall not be liable for any damage incurred, loss of profits or other harm incurred by customers, users or third parties during or as a result of the use of public content on the Website or as a result of the inability to access public content on the Website.
8.3. The unauthorized use of the public content on the Website may constitute an offence and be subject to civil, administrative or criminal liability, in accordance with the applicable Bulgarian law. Antipodes shall be entitled to compensation for any damages, costs and claims made by third parties resulting from breaches of these General Conditions and/or unauthorized use of the public content of the Website.
III. RULES FOR USING THE SERVICE
9.1. Subscription is a mandatory condition for the use of the Service.
9.2. Subscription is a procedure by which an electronic form available on the Website is sent to Antipodes as an application for the purpose of entering into a contract for the use of the Service, wherein the person concerned:
9.2.1. submits the requisite information for the identification of the person wishing to use the Service (become a client) and all subsequent communication with him regarding the establishment of relations;
9.2.2. expressly confirms that he/she is familiar with these General Conditions and thereby agrees to apply them to the provision of the Service (acceptance of the General Conditions);
9.2.4. chooses the SalesRay configuration that he/she will use and agrees with the price payable for the use of the Service after expiration of the trial period (if this option is selected);
9.2.5. chooses whether to use the Service within a trial period;
9.2.6. indicates (proposes) the client domain name which it will use, subject to the restrictions and conditions incorporated in the electronic form;
9.3. By accepting the General Conditions, the said person shall agree to receive unsolicited commercial messages from Antipodes which may present goods or services owned by Antipodes or third parties, notwithstanding whether they will enter into a contract for such or whether the person shall use the Service;
9.4. By accepting the General Conditions, the client shall declare the circumstances referred to in point 13.3.
9.5. Subscription is performed by means of an electronic form which represents a set of functionalities publicly available on the Website which provide the ability to send electronic applications or other information to the Website administrator. In particular these are electronic data fields, electronic fields for confirmation, consent or choice and/or electronic buttons enabling the corresponding application to be sent to Antipodes;
9.6. Individual elements (functionalities) of the electronic subscription form may be displayed on different pages of the Website, depending on the design that may be deemed appropriate by the Website administrator. However, the information referred to in paragraphs 9.2, 9.3 and 9.4 and submitted for the purposes of subscription, including consents and endorsements, shall be considered as a single statement by the person who made it.
9.7. Persons who complete the electronic form shall be required to provide complete and true information about themselves and about the person whom they may represent (if such).
9.8. By completing all the data and contact details and submitting the application, any person who has completed the electronic subscription form, thereby declares that he/she possesses the requisite representative power and gives express consent that the Website administrator may use all available data and technical means for communication with the person thus represented person (if any), and that the person thus represented agrees for the relevant data to be submitted.
10. Confirmation of subscription
10.1. Confirmation of subscription is an electronic statement made by Antipodes whereby it confirms the receipt of the application to enter into an Agreement for the provision of the Service and the consent of Antipodes to enter into such a contract.
The Website administrator shall undertake all reasonable efforts to confirm the subscription immediately upon receipt of the application to enter into an Agreement for the Provision of the Service. Notwithstanding, Antipodes is not bound by any deadline to create a client domain or verify the subscription, nor is it responsible for the creation of a client domain and confirmation of subscription registration, including grounds for its refusal.
10.2. Antipodes may also refuse to create a client domain in such a case that it may find the client domain name as indicated (suggested) by the person who made the registration, to be offensive, or demeaning to the honour or the dignity of a third party, or otherwise contrary to morality and decency.
10.3. The Website administrator shall not be liable and not be required to verify whether the proposed client domain name and/or use of a client domain with such a name breaches the copyright or related rights, patents, trademarks or other rights of intellectual property.
In the event of legal claims or other claims made by third parties against Antipodes, related to such a breach, whether reasonable or not, the client shall be obliged to exempt, discharge and indemnify Antipodes for all indemnity paid and other damages and expenses including court costs and lawyers' fees, related to the conduct of litigation and out-of-court proceedings.
10.4. When creating a client domain and confirming the subscription, Antipodes shall send an e-mail message to the e-mail address specified during the subscription process, with the following content:
• client domain name;
• username and password used by the client for (SalesRayary) access to SalesRay via the client domain;
• the SalesRay configuration that the client will use;
• other information or conditions for the use of the Service at the discretion of Antipodes;
11. Entering into the Agreement for the Provision of Services and its entry into force
11.1. By confirming the subscription, a contractual relationship shall exist between the client and Antipodes for the provision of the Service. This Agreement for the Provision of the Service shall be deemed to have been entered into at the moment when the person who has made the subscription receives the message (Antipodes electronic application) to confirm the subscription. In order to determine the time of receipt of the electronic statement, the rules of the Electronic Document and Electronic Certification Services Act shall apply.
11.2. The parties to the Agreement for the Provision of the Service are Antipodes EOOD, with the data referred to in point 1.1., and the client (the person in whose name and on whose behalf the application in item 9.2 for entering into the contract is submitted) with the data referred to in the subscription form and subsequently supplemented with the data entered in SalesRay as part of the client profile.
11.3. The Agreement for the Provision of the Service shall be unlimited in time, and the Service shall be used within subscription periods for as long as the contract is in force.
11.4. The Agreement for the Provision of the Service shall enter into force on the date on which the client accesses his/her client domain for the first time by means of the user name and passwords sent in the message referred to in item 10.4.
11.5 When the Agreement for the Provision of the Service is entered into, or when it enters into force, it is immaterial whether the client has chosen to use the Service for a trial period.
12. Trial period
12.1. The trial period shall be for thirty days and begins on the date on which the electronic application is submitted for the agreement for the provision of the Service (subscription) pursuant to item 9, if the customer has selected the option to use the Service for a trial period.
12.2. The client shall not owe any remuneration for using the Service during the trial period.
12.3. SalesRay supports a functionality that allows a customer when using the trial Service to be continually updated with information about the period remaining to the end of the trial, and also to state that he/she wishes to the service in return for payment of the relevant price after the expiration of the trial period.
13. Content of the Service
13.1. The Service provided by Antipodes to the client includes the following:
a. the non-transferable, non-exclusive and time-limited right to use SalesRay (configuration selected by the client) accessible online specialised software product (computer programme) for resource planning and management of enterprise business processes installed on server (s) which are the property of Antipodes;
b. shared hosting in which the client, along with other clients, to the extent necessary to use SalesRay, uses computing resources and disk space on the server (s), as well as other software or hardware systems and infrastructure, owned by or used by Antipodes;
c. maintenance of a client domain by means of which the client accesses and uses the services referred to in the preceding points.
13.2. The service is provided "as is". Antipodes shall not assume any liability nor does it guarantee that the Service will fully correspond to the nature, character, economic logic, business practice, individual elements, relationships, processes or operations in the client's business.
Antipodes shall not be obliged to modify, supplement or update the Service at Customer's request.
13.3. By submitting an electronic application to enter into an agreement for the use of the Service, the client shall declare and hereby agree that he/she is aware of the nature, scope and functionalities of the Service and in particular SalesRay.
13.4. Antipodes shall support the client domain only in the context of the Service hereby provided. By signing the Agreement for the Provision of the Service, the client shall not acquire any ownership of the client domain or any other right to use it after the termination of the contract.
The client shall agree that upon termination of the Agreement for the Provision of the Service, Antipodes shall be entitled to delete its client domain and subsequently create a new client domain with the same name which it may provide for the use of another customer.
14. Additional services
14.1. SalesRay configurations which the client may choose to use shall not include by default:
a. functionalities/modules listed as having a separate price on the Website page which defines the configurations and their respective pricing plans (such as modules which integrate SalesRay with electronic trading platforms or freight forwarding systems);
b. a specific change to the restrictive parameters for a given configuration, including the number of users eligible to use SalesRay;
Any client who wishes to use such an additional service may make the appropriate request when submitting the application to enter into the agreement or subsequently by means of a special functionality within SalesRay or the rules of communication pursuant to these General Conditions.
Such additional services used by the client shall become an integral part of the Service and shall be payable for the respective subscription period pursuant to the manner of the General Conditions.
14.2. The Service shall not include other additional services which although related to the Service provided are subject to separate negotiations between the customer and Antipodes, such as:
a. SalesRay settings
b. initial data import;
c. SalesRay training;
d. other specific modules and functionalities which may be developed by Antipodes at a client's request;
These General Conditions and the Agreement for the Provision of the Service shall not apply to such other services which may be payable separately and/or are not provided on a subscription basis.
14.3. The list of additional services referred to under this point 14 is not exhaustive.
15. Service Configurations and Pricing Plans
15.1. Any person who may wish to use the Service may choose from the Service configurations predefined by Antipodes.
Specific information relating to each configuration and pricing plans is available at http://www.salesray.com/bg/pricing
The prices published are ex-VAT.
15.2. The configurations are determined by Antipodes based on:
15.2.1. functional and thematic modules defined within SalesRay;
15.2.2. the number of users who can access and work with SalesRay on behalf of the client through the client domain;
15.2.3. specific restrictions such as:
a. the amount of data stored (the amount of disk space occupied by the client on Antipodes server);
b. the number of partners - persons with active status (not included archived partners, pursuant to the relevant SalesRay functionality) whose data is available in the CRM module, notwithstanding the nature of their relationship with the client;
c. the number of items/materials in active status, the data for which is available in the Logistics module, in the nomenclature of the items;
d. the number of records in SalesRay relating to financial documents issued during the respective calendar month, including invoices, pro forma invoices, credit or debit notes and receipts;
e. the number of records of SalesRay commercial, financial, warehouse or logistical operations during the calendar month concerned.
15.3. SalesRay offers a functionality (special report) which permits the client at any time during the validity of the Agreement for the Provision of the Service to receive information for the purposes of considering the volume of work with SalesRay and the specific restrictions referred to in paragraph 184.108.40.206.
15.4. During an operation which may lead to any of the specific limitations being exceeded, SalesRay automatically publishes a message that the limit has been exceeded and does not allow the operation to be completed. In such a case, in order to continue the operation, the client must take appropriate action to comply with the specific limitations (e.g. archive documents or download the data from the Antipodes server) or switch to another Service configuration.
15.5. By signing the Agreement for the Provision of the Service, the client shall declare and agree that he/she is familiar with the Service configurations. The client's right to use the initial trial service provides the client with an additional option to make an informed decision about the desired Service configuration and to adapt the specific limits referred to in paragraph 220.127.116.11. with the volume and nature of its activities.
16. Changing the configuration
16.1. At any time during the validity of the Agreement for the Provision of the Service, the client may by means of special functionality declare that he/she wishes to use a different Service configuration. The client may decide to select only from those configurations provided at that time as specified on the Website.
When a configuration with lower functionalities and lower thresholds for specific constraints is required, changes may be applied on the condition that the client has aligned the configuration status in compliance with the constraints provided for in the configuration required.
16.2. Pursuant to the above, the customer may also declare that he/she desires to change the number of users who can access the client domain and use the Service. Whenever the requested number of users is greater than the free number of users specified for the configuration, the client can indicate the exact number of users he/she wants to have access to his/her client domain.
The client may exercise this right no more than once within one subscription period.
16.3. Upon receiving the client's request, Antipodes shall immediately take the necessary action to ensure that the new configuration can be used.
16.4. Notwithstanding any increase or reduction in the cost of using the Service according to the selected new configuration, or from the moment when the client has been provided with the opportunity to use the new configuration of the Service or should the number of users with access to the client domain have been changed, the client shall pay the price of the new configuration or according to the number of users from the beginning of the next subscription period.
16.5. By accepting these General Conditions, the client shall declare that the request to change the Service Configuration used will be made only by a user who is entitled to represent the customer to third parties or otherwise duly authorized to do so. The client shall guarantee compliance with this obligation by assigning the appropriate user role which grants the user the right to request a configuration change.
17. Subscription period. Price and Payment
17.1. The subscription period shall be one calendar month, during which time the client shall enjoy the right to use the Service against remuneration, including the use of SalesRay.
17.2. The amount payable by the client for the subscription period shall be determined in accordance with the price plan selected by the client for the given service configuration, plus in addition the price of the requested additional services thereby provided, including an additional number of users as referred to in item 14.1.
17.3. Antipodes shall issue and send to the client an electronic invoice for the amount due by the fifth day of the subscription period (calendar month) for which the corresponding payment is due.
The invoice issued is based on customer profile data (as submitted by the client in the SalesRay CRM module, Company section) and sent to the e-mail address listed therein. Should the client not have specified an e-mail address in SalesRay, the invoice shall be sent to the e-mail address indicated in the client's registration details on the Website.
17.4. Antipodes shall not be liable if the customer has not indicated a valid e-mail address in SalesRay or does not receive the invoice for any other reason. Failure to receive the invoice does not release the client from the obligation to pay the cost of using the Service for the respective subscription period.
17.5. The Client shall make payment of the amount due by the 15th day of the month of the respective subscription period, hereby accepting and agreeing that the electronic invoice is a sufficient and valid document on the basis of which to make the payment.
17.6. The cost for using the Service shall be payable:
a. from the moment that the Agreement for the Provision of Service shall enter into force (the moment of access to the client domain as referred to in item 11.4), from the moment when the Client has not expressly requested to use the Service for a trial period or
b. from the moment when, by means of a function in the SalesRay, the client has stated that he/she agrees to continue payment of the corresponding price of the Service while using the Service within a trial period.
17.7. Should the moment referred to in the preceding paragraph not coincide with the first day of the calendar month (the period for which payment is due is not a complete calendar month), the price for the use of the Service for this calendar month shall be determined accordingly, whereupon the cost shall be 1/30 of the total cost of the use of the service for the entire calendar month part for each day.
17.8. Payments shall be made electronically only. Payments shall be made by bank transfer to the Antipodes bank account, as listed on the Website on the Contacts page.
By sending a notification to the client pursuant to the procedure of paragraph 25.1.b, Antipodes may specify another bank account for payments which shall not require amendment of these General Conditions.
Other methods of payment may also be agreed between Antipodes and the client, by means of other electronic payment instruments or payment service providers.
Antipodes shall notify clients about possible ways to pay via a Website message.
17.9. All payment charges shall be payable by the client.
17.10. Antipodes shall not be required to send confirmation of the payment received unless explicitly requested by the customer for a specific payment.
18. Suspension of access to a client domain due to non-payment
18.1. Antipodes shall be entitled to suspend client access immediately to its client domain when:
a. the trial period has expired and the client has not stated his/her wish to use the paid Service;
b. the client has not complied with the payment period referred to in item 17.5.
18.2. Should a client domain be suspended due to non-payment of the respective cost for use of the Service, Antipodes shall retain the client domain and store the data entered and processed in SalesRay by the client:
a. thirty days after suspension of access pursuant to item 18.1.a .;
b. ninety days after suspension of access pursuant to item 18.1.b.
18.3. If, prior to the expiry of the corresponding period referred to in the previous point, the client does not declare a wish to use the Service in the future, the agreement for the provision of the Service shall be terminated from the date when the relevant period expires.
Within the periods referred to in the preceding paragraph, and provided that the client has fulfilled all his/her obligations for payment arising from the agreement, Antipodes shall provide the client with access to the client domain, in order for the client to download the data collected by SalesRay and located on the server of the Antipodes. Such access is provided at the express request of the client and only for one working day to be agreed between the parties. The customer may download the data pursuant to the conditions of item 22.10.
18.4. If prior to expiry of the relevant period referred to in paragraph 18.2. the client has stated that it wishes to use the service in the future, Antipodes shall restore access to the client domain after payment of the price set out in points 17.5 and 17.7, wherein the client shall have been deemed to have used the Service during the period when access to the client domain was suspended.
19. Intellectual Property
19.1. The software product (computer programme) SalesRay was created by Antipodes. The copyright to SalesRay, the use of which is provided as part of the Service, belongs entirely to Antipodes. Antipodes shall reserve the right to use SalesRay as well as to grant non-exclusive rights to use SalesRay to third parties.
19.2. The intellectual property rights to all elements of SalesRay and the client domain, through which it is used, including, but not limited to, code, design, graphic images, text descriptions and databases belong to the Antipodes and not can be used by third parties, including the client for purposes other than those described these conditions.
19.3. From the moment when the agreement for the provision of the Service enters into force, the client shall acquire a non-exclusive and time-limited right (pursuant to the relevant subscription periods for which he/she has paid the price of the service) to use SalesRay for the purposes of resource planning and business process enterprise management for their own commercial activity, according to the functionality of SalesRay.
19.4. SalesRay is installed on a server(s) which are the property of Antipodes and the right of use of the computer programme shall be granted only by providing access to the client via the client's domain.
19.5. The client may not install or store the SalesRay, or individual elements of the programme on the client's own or third-party hardware devices, or to transmit remotely, translate, revise and submit other changes in SalesRay. When such actions are required for the purposes for which the client has acquired the right to use SalesRay, including if the client has discovered errors in the programme, the client should liaise with Antipodes to coordinate follow-up activities, including, if necessary to enter into an additional provision to the contract for the provision of the Service.
19.6. Without the express written consent of Antipodes, the client may not use the client domain or SalesRay for commercial purposes other than those specified in these General Conditions, or in any other way, either directly or indirectly, for the purpose of material benefit beyond the use of the service. In particular, without the express written consent of Antipodes, the client may not copy, modify, supplement, or use SalesRay to create derivative works.
19.7. Without the express written consent of Antipodes, the client may not on their own behalf or on behalf of a third party distribute, deliver, sell or unilaterally permit the use of SalesRay to third parties, or provide assistance in any other way to third parties for the purpose of breaching or circumventing the prohibitions referred to in these conditions.
19.8. No part of these General Conditions may be construed as providing the express consent of Antipodes under item 19.6 or 19.7.
19.9. In the event of that the client or a third party breaches the intellectual property right of Antipodes, by means of access through a client domain, Antipodes shall be entitled immediately and without any warning to suspend the client's access to his client domain and SalesRay and/or to terminate the contract for the provision of the service. In such cases, Antipodes shall not be liable for damages caused to the client or third parties, caused in any way by suspending access to and/or cancellation of the contract.
19.10. Antipodes shall be entitled to compensation for all damages which may occur as a direct and immediate consequence of a copyright infringement of SalesRay, including lost benefit and other immaterial damage.
20.1. Each party to the Agreement for the provision of the Service shall undertake to safeguard the confidential information of the other party.
20.2. All facts, information, solutions and data, which are not public and have become known to the party as a consequence of the performance of the obligations or the exercising of its rights pursuant to the agreement, and the safeguarding of which is in the interests of the other party to which the information relates, shall be deemed confidential.
Without limitation, any information of a financial, commercial or technical nature, information on the strategies, business practices, management, staff, potential or current contractors, property, holdings in other commercial companies, other property or immaterial rights, civil and commercial relationships with third parties, relations with supervisory and other administrative authorities, participation in judicial and pre-trial proceedings, membership relations in non-profit associations, professional organizations, etc., which has become known to the party in the performance of the agreement for the provision of the service and has not be disclosed by the other party with the explicit indication that it can be made available to third parties, shall be considered confidential.
In particular, Antipodes shall consider facts, information, technological solutions and data concerning SalesRay which are not visible in the normal use of the computer program as confidential.
In particular, all data which the client inputs and processes through SalesRay and which are not publicly known shall be considered confidential.
20.3. The form in which the relevant information has become known to the party or the medium in which it is stored shall not affect the confidential nature of the information.
20.4. The confidential nature of the information shall not be affected whether it was provided before (e.g. in the course of negotiations) or during the duration of the Agreement for the Provision of the Service.
20.5. The following information will not be considered confidential:
a. information obtained from a third party who has not explicitly restricted its dissemination;
b. information which was known to the party on a legal basis prior to the establishment of the relations between the parties;
c. information which the party has established independently or has been legally acquired by another source.
20.6. Each Party shall be obliged:
a. to protect the confidential information of the other party, at least with the same care as with regard to its own confidential information;
b. to use the confidential information which has come to its knowledge only for purposes of establishing a relationship with the other party or the relationship already established for the provision of the Service;
c. to provide confidential information to third parties only after the prior and explicit consent of the party to whom the confidential information relates;
d. to restrict access for its personnel or other contracted persons to the confidential information of the other Party only to the extent that such access is required for the purpose of establishing relationships or for already established relationships for the provision of the Service;
20.7. The limitations referred to in paragraph 20 shall not apply to:
a. information which is subject to disclosure on the basis of a statutory instrument or other binding act by a competent governmental or duly authorized body, including a court or arbitration with appropriate jurisdiction;
b. information required to be disclosed to a court or arbitration of the appropriate jurisdiction for the purpose of protecting the rights and legitimate interests of the party, in the event of a dispute between the parties related to the non-performance of the Agreement for the Provision of the Service by the other Party to whom the information relates.
20.8. The party which discloses information pursuant to the terms of the preceding paragraph shall not be obliged:
a. to notify in advance or request the consent of the other party when disclosing the information;
b. to notify the other party of the disclosure of the information when current legislation provides for a limitation for such notification.
21. Rights and Obligations of Antipodes
21.1. Antipodes shall undertake to make all due effort to provide the customer with the opportunity to use the Service within the subscription period. However, Antipodes shall not be obliged and shall not guarantee that, under the terms of these General Conditions, it shall be able to provide the client with access to his client domain and the normal use of SalesRay.
Within this obligation, Antipodes shall be required to provide Internet connectivity on its own servers where SalesRay is installed and to maintain a client domain. Antipodes shall not be obliged to provide connectivity for the client's equipment to the Internet.
21.2. In the event of specific technical requirements for the use of the service on the part of the clients with regard to the software or hardware systems, Antipodes shall undertake in good faith to publish information about these requirements pursuant to the manner of point 25.9 of the General Conditions of the website in its sole discretion or in some other appropriate manner.
21.3. Antipodes shall undertake to remedy at its own expense and within a reasonable time any errors (as defined in paragraph 23.2 below) in SalesRay, regardless of whether they were extant at the date when the agreement for the provision of the service was entered into or occurred subsequently.
• the integrity of client information, such as the requirement that data entered and processed by the client cannot be modified/replaced in an unauthorized manner or by unauthorised persons, in the course of their processing and the requirement not to permit the modification or unauthorized manipulation of data processing functions (SalesRay);
• confidentiality of information, such as the requirement not to disclose information to unauthorized persons during their processing;
• availability of information, such as the requirement to ensure the continuous processing of the data by authorized persons (users) and the functionality of SalesRay with regard to the processing of data and its rapid restoration when necessary.
21.4.1. Antipodes shall undertake all the necessary technical measures to ensure that the data entered, processed and stored by the client when using the Service is stored in such a way as to prevents access to the data without authorized access to the client domain.
21.4.2. Antipodes shall be obliged at least once within one working day to make backup (back-up) copies of client data which shall be stored on a server different from the server (s), on which said data is normally stored and processed by the client. Antipodes shall store the backup copies for a period of seven days from the date on which they were made, unless at their own discretion they decide to retain the data for a longer period.
Pursuant to manner agreed between Antipodes and the client, backups may be used to restore client databases in the event that their integrity or availability have been damaged.
21.5. In the event of unauthorized access by a third party to client data, Antipodes shall immediately notify the client of the incident and of the measures taken to preserve or restore the confidentiality of the client's data.
Antipodes shall be obliged to make all reasonable efforts to provide the client with information regarding the circumstances surrounding the unauthorised access to data, including where necessary to assist protecting the rights and legitimate interests of the client when affected by third parties.
Antipodes shall not be obliged, but may, at its own discretion, maintain information regarding the time at which a particular operation was performed in SalesRay and with regard to the user (according to profile data) who performed the operation. In this case, the organization, scope and nature of the information maintained shall be entirely a matter of Antipodes' discretion and may only be used for the implementation of the measured designed to guarantee information confidentiality.
Antipodes shall also use the data entered into SalesRay and which represents the client profile when compiling the invoice referred to in point 17.3.
Antipodes may access and use the data whenever this is necessary to detect unauthorized access and take appropriate action to address a violation.
21.7. Antipodes shall not undertake, including at the express request of the client, to access or otherwise manipulate data which the client may have entered, processed or stored when using the Service.
21.8. Antipodes shall not be required to control or maintain automatic review functionality of the operations performed by the client when using the Service with regard to their compliance with these General Conditions or their legality.
Notwithstanding the above, and without any preliminary conditions, Antipodes shall be entitled to perform an inspection and should it discover unlawful actions on the part of the client when using the Service, including violation of the rights and legitimate interests of third parties, it shall immediately suspend the client's access to the client domain and/or to terminate the Agreement for the provision of the service.
By accepting these General Conditions, the client understands and agrees that Antipodes shall be entitled to decide which actions on the part of the client shall constitute a breach of these General Conditions, to take the appropriate measures to remedy the breach, or to terminate the agreement for the provision of the Service, without owing any compensation.
21.9. Antipodes may send commercial communications to the client offering to provide their own goods or services or those of third parties. By accepting the General Conditions, the client shall agree to receive commercial communications from Antipodes.
21.10. Antipodes shall undertake to support e-mail firstname.lastname@example.org and to respond to client inquiries within a reasonable time regarding problems encountered in the provision of the Service, including the operation of SalesRay.
21.11. In the manner set out in these General Conditions, Antipodes shall be entitled unilaterally to modify the General Conditions, Service Configurations, and Pricing Plans.
21.12. The rights and obligations of Antipodes referred to above in connection with the provision of the Service are not described exhaustively. Individual rights or obligations on the part of Antipodes may also be contained in other texts of these General Conditions.
22. Rights and obligations of the client
22.2. The client shall undertake to comply with all of the individual (addressed to the individual client) or general (addressed to all clients) instructions defined by Antipodes which relate to the correct functioning of SalesRay, and which provide access to the client domain and measures relating to the protection of client data;
22.3. The client shall undertake to use the Service in good faith, in accordance with the designation of SalesRay, as defined in these General Conditions and for the purposes of its own commercial activity;
22.4. By using the service, the customer shall be obliged to comply with the mandatory legal provisions of the legislation in force, the General condition and good morals, including not to violate in any way the material or immaterial rights or legitimate interests of Antipodes, or of third parties.
22.5. When using the Service, the client shall be obliged:
a. not to distribute any information which may represent commercial or business secret or other confidential information belonging to Antipodes or third parties;
b. not to disseminate, store, receive, or provide access to information of any kind, the possession, use or distribution which is prohibited by the legislation in force, including files or individual fragments of files in violation of foreign copyrights or other rights associated with intellectual property rights;
c. not to use the software, scripts, programming languages and other technologies, including spam, which might hinder the use of the service by other clients or violate the integrity or normal operation of the software or hardware systems belonging to Antipodes or third parties;
22.6. The client shall be required to maintain current, complete, and accurate data in SalesRay, representing its client profile.
22.7. The agreement for the provision of the Service shall not grant the client the right to install SalesRay on its own or third party hardware system, to use it in any other way other than by means of the client domain, or copy, store, broadcast, translate, process or in any other way amend SalesRay, including when it deems this may be necessary for the removal of errors.
22.8. The client shall not be entitled to take any action or to assist third parties to create derivatives of SalesRay products.
In addition to the above, the client shall not be entitled to retrieve technologically or by technological means information resources or parts of information resources which may belong to SalesRay's databases for the purposes of creating their own derivative databases.
22.9. Unless expressly agreed otherwise, the client shall be obliged independently to make the settings in SalesRay necessary for his own business and normal operation, taking into account the General Instructions available on the website or the individual instructions of Antipodes in regard to which the client was notified pursuant to these General Conditions.
22.10. The client may download the information which he may have entered and processed through SalesRay, to the extent that such a functionality has been envisaged in SalesRay to allow such information to be downloaded by the client, only such information which is envisaged in such functionality.
As at the date of adoption of these General Conditions, SalesRay contains functionalities for the downloading of information by exporting to Excel.(XLS) file format.
Any information for which SalesRay does not contain a functionality for downloading, regardless of its type, nature and manner of processing, may not be downloaded, stored and processed by the client on its own devices, unless the conditions for the transmission of such information are explicitly agreed with Antipodes.
22.11. In accordance with the functionalities of SalesRay and the organization of its own business, the client shall be obliged (after the initial access to the client domain, by means of access provided by Antipodes) independently:
a. to create, provide and manage, including if necessary, to remove or delete, any means of access (usernames and passwords) to its client domain of any users who, on behalf of the client, may access the client domain and work with SalesRay;
b. to assign to users the respective roles in SalesRay, thus defining the level of rights they have when working with SalesRay.
22.12. The client shall be obliged as part of his activities to create the necessary organization (usernames and passwords) for identification and authentication of the right of access to the client domain, only by those users who have the right to access and work with the SalesRay on behalf of the client. The client shall be responsible for all actions performed when using the usernames and passwords to access the client domain which he has created and provided.
Pursuant to the manner set out in these General Conditions, the client shall be obliged to inform Antipodes immediately of each case of violation of the rules for access to his client domain, regardless of whether the violation was committed by a duly authorized user or by a third party .
22.13. The aforementioned rights and obligations of the client arising from the use of the Service are not described exhaustively. Individual rights or obligations on the part of the client may also be contained in other texts of these General Conditions.
23.1. By accepting these General Conditions, the client shall declare that he/she is aware of SalesRay's functionalities and that the use of the Service will be at his sole risk and liability. The parties agree that Antipodes shall not be liable for any damage caused to the client, including lost benefits, arising from the use of or inability to use the Service, unless the damage is caused by Antipodes intentionally or due to gross negligence.
In particular, Antipodes shall not be liable to the client or third parties for damages and lost benefits which may incur as a result of the loss, deletion, or modification of information, materials, documents, messages or any data of all kinds regardless of the reasons that led to the occurrence of the damage.
Antipodes shall not be liable to the client or third parties for damages and lost benefits which may incur as a result of the use of incomplete, inaccurate or unreliable data, as well as electronic messages and other information exchanged between the client and third parties through the functionality of SalesRay, regardless of the reasons that led to the occurrence of the damage.
23.2. By accepting these General Conditions, the client shall declare that he/she is aware of the possibility that SalesRay may contain errors and that the client will not claim any indemnification from Antipodes for any direct or indirect, material or immaterial damage and loss of benefits caused by errors in SalesRay, unless the damage was caused by Antipodes deliberately or due to gross negligence.
Total or partial inoperative functionality shall be considered an error in SalesRay.
23.3. By accepting these General Conditions, the client shall declare that he/she is aware and agrees that there is a possibility that unforeseen circumstances may occur which may lead to interruptions of access to the domain client or the use of SalesRay, or which in any other way may cause a restriction or interference to the use of the service. The client shall agrees that in such cases he/she will not claim any benefit from Antipodes for any direct or indirect, material or immaterial damages and lost benefits.
In particular, Antipodes shall not be liable for damages of any kind caused by force majeure or accidental occurrences, or any circumstances beyond the control of Antipodes and which cannot be foreseen or prevented. In order to avoid any doubt, the parties shall accept and agree that such unforeseen circumstances are, but not only, the interruption of power supply, problems in the global (Internet) network, as well as unlawful acts by third parties, causing the directly or indirect interruption of access on the part of the client to the client domain.
Should Antipodes not be able to provide use of the service due to force majeure, it shall in due time and to the extent possible, and pursuant to the manner of point 25.9, notify the client of the nature of the force majeure event and the possible consequences thereof for the performance of the agreements to provide the service.
23.4. By accepting these general terms, the client shall declare that he/she is informed and agrees that Antipodes shall be entitled to remove access to the client's domain, or in any other way take actions to prevent, restrict or hinder the use of the service, in the presence of any of the following conditions:
• the actions shall be necessary to prevent or remove the consequences of any unfavourable events which are harmful to the quality of the service, including those which concern the security of client access to the client domains, working with SalesRay or client databases;
• the actions shall be necessary to resolve errors in SalesRay;
• the actions shall be necessary for the verification and implementation of new functionalities or optimize existing ones in SalesRay;
• the actions shall be necessary for the verification, technical support, improvement or optimization of software or hardware systems and infrastructure owned or used by Antipodes (preventative procedures which may either be planned or incidental).
The client shall agree that in the above cases he/she will not claim benefits from Antipodes for any material or immaterial damages and loss of benefits caused by the inability, limitations or deterioration of the service provided, on the condition that Antipodes has made reasonable efforts to limit the period during which the use of the service has become impossible or difficult. In such cases, Antipodes shall notify the clients in advance of any imminent temporary interruption of access or any other difficulties with the use of the Service referred to in point 25.9. Should the actions of Antipodes affect individual clients, the notification shall be carried out in accordance with point 25.1.b.
23.5. Antipodes shall not be liable for any direct or indirect damage of any nature arising in connection with the use or the inability to use SalesRay or to access the client domain.
Antipodes shall not be liable in cases where the client is unable to use the maximum capacity of the Service provided for reasons dependent on the equipment used by the client. In particular, but not only, Antipodes shall have not obligation to assist the client in optimising its software or hardware systems for the purposes of working with the Service and connectivity.
23.6. By accepting these General Conditions, the client shall declare that he/she is notified and agrees that Antipodes is under no obligation to examine, nor does SalesRay contains any functionalities to automatically examine, the data and material of any nature which the client has entered, processed and stored in SalesRay, from the point of view of the legality of the use, justification, completeness, authenticity or purposes for which the data is processed.
Notwithstanding the above, at its own initiative or after notification from a third party, Antipodes shall be entitled to investigate and suspend access to the client domain, to restrict the use of the Service, or access to individual categories of data when the processing of the data is in violation of these General Conditions, imperative norms of the current legislation, morality or which may prejudice the rights and legitimate interests of third parties. In these cases, Antipodes shall not be liable for any damage and lost benefits on the part on the part of the client or third parties resulting from the suspension, termination or limitation of access.
The responsibility for the legality, veracity, completeness and compliance with the purposes of the relationships for which data and materials are entered, processed or stored by SalesRay is the client. Antipodes shall not be liable with regard to the client or any third party for the establishment, implementation and termination of the relationship between the client and third parties, including damages and lost profits as a result of such a relationship, when in any way the use of the service is associated with such a relationship. In particular, this rule concerns, but is not limited to, relationships:
• connected with the personal data processed by the client through SalesRay, or
• which the client has established or with regard to which he/she performs operations using functionalities or modules in SalesRay for integration with e-commerce platforms or freight-forwarding service providers.
23.7. The client shall be obliged to indemnify Antipodes for any damages caused by the use of the Service in violation of these General Conditions or the imperative regulations of the applicable legislation. The client shall be required to indemnify Antipodes for any damage caused by actions of users to whom the client has provided the means and conditions for access to the client domain.
23.8. The client shall be obliged to indemnify Antipodes for all damages and lost benefits, including, but not limited, financial penalties, lawyers' fees and other costs, resulting from administrative sanctions, claims brought against Antipodes or indemnification paid to third parties in connection with the use of the service by the client in violation of the imperative legal provisions, morality or in a manner which may cause detriment to the rights and legitimate interests of third parties.
23.9. The client shall undertake to indemnify Antipodes for all damage caused by the use of the client domain and SalesRay by third parties, to whom the client (or users acting on his behalf) in violation of these General Conditions has provided means of identification (username and password) or otherwise provided conditions for access to SalesRay.
24. Termination of the agreement
24.1. Except as provided in these General Conditions, the Agreement for the provision of the Service shall be terminated:
a. by mutual agreement between the parties.
b. in the event of amendments and addenda to the General Conditions on the part of Antipodes, with which the client disagrees;
c. in the event of the non-payment of on the part of the client of the price payable for a subscription period and the expiration of the terms set out in the General Conditions during which the access to the client domain has been suspended;
24.2. The termination of the agreement for the provision of the Service shall not relieve the client of the obligation to pay the price of the Service used prior to the date on which access to his/her client domain was suspended.
24.3. Should one of the parties to the Agreement for the provision of the service not comply with its obligation pursuant to these General Conditions due to a reason of its own liability, the other party may terminate the agreement, whereupon it shall give the culpable party sufficient time with a warning that after the expiry of the time limit, the agreement shall be considered terminated. The time limit referred to in this point may not be less than three working days.
24.4. Except in the cases and under the conditions referred to in paragraph 24.5, after termination or annulment of the agreement for the provision of the service, Antipodes shall not store data which the client has entered and processed in SalesRay and which is located on the Antipodes server, and shall immediately destroy them in a way that prevents their recovery.
Antipodes shall not be obliged and does not bear any responsibility for the storage of the data that the client has entered in SalesRay, after termination or annulment of the agreement for the provision of the service, regardless of the grounds for the termination or annulment of the agreement.
24.5. Should the agreement be terminated for reason of non-fulfilment on the part of the client, Antipodes shall store the information which the client has entered in SalesRay and which is located on the server of the Antipodes at the date of termination, for sixty days after the date of termination of the agreement. Upon expiry of this period, Antipodes may destroy the data in a way that prevents it from being restored.
Within the above-mentioned period of sixty days, on the condition that the client has fulfilled all its obligations for payment arising from the agreement, Antipodes shall provide access for the client to the client domain, in order that the client may download the data entered in SalesRay and which is located on the Antipodes server at date when the agreement was terminated.
Such access is provided at the express request of the client and only for one working day to be agreed between the parties.
The client may download pursuant to the conditions of point 22.10.
The rule referred to in this point 24.5 shall not apply to information, materials, documents, messages and data of any nature the possession, use or distribution of which is prohibited by the legislation in force, including files or separate fragments of files in violation of foreign copyright or other rights related to intellectual property. Antipodes may delete immediately without due compensation such data, materials, documents or messages at its own discretion
24.6. In the event of the termination or annulment of the agreement for the provision of the service, to the extent that this is permissible in accordance with the imperative provisions of the applicable legislation, Antipodes shall not be liable for any damage or lost benefits on the part of the client or third persons caused or in connection with the termination or annulment of the agreement for the provision for the provision of the service. In particular, but without limitation, Antipodes shall not be liable for damages of any kind, including lost benefits, caused by:
• terminated access to the client domain;
• termination of the use of SalesRay;
• the inability of the client to access and use the data he/she has entered in SalesRay and which is located on the Antipodes server(s);
• destruction of the data pursuant to the manner of points 24.4 or 24.5, including when a request for transfer or provision of access to the data has been received, but the client has not fulfilled his obligations under the contract.
25. Communication between Antipodes and the client
25.1. All correspondence between the parties in connection with the implementation, termination or annulment of the agreement for the provision of the service shall be made in written electronic form by email, subject to the following conditions:
a. client statements shall be emailed from the client's email address as indicated in the client profile, and are addressed to the following Antipodes e-mail address email@example.com;
b. Antipodes' statements shall be emailed from firstname.lastname@example.org and are addressed to the e-mail address as indicated in the client's profile;
c. the statement is recorded technologically in a way that enables it to be reproduced.
25.2. The parties shall declare that the statements emanating from or incoming to the e-mail addresses indicated in the previous point shall be made by a person representing the party to the agreement and who shall be entitled to send/receive them on behalf of the respective party.
25.3. The statements referred to in the preceding paragraph shall be deemed to have been sent and received in accordance with the rules of the Electronic Document and Electronic Certification Services Act.
For the purposes of these General Conditions, the addressee will be deemed to have learned of the content of the statement on the first business day following the day of receipt at the latest.
25.4. The parties shall agree there is no express requirement that the receipt of the message containing the relevant statement, notification or other electronic document need be confirmed.
25.5. All messages sent from the e-mail addresses as indicated/defined in point 25.1 will be deemed to be sent on behalf of the respective party.
25.6. The parties shall agree that if either of them does not support a valid e-mail address or has not updated his/her e-mail address (or in the event that Antipodes does not have such an address indicated on the website), the statement, notice or other document, arising from the agreement for the provision of the service, shall be deemed to have been received by the culpable party on the day on which it was sent by the other party.
25.7. Each party may, if it deems necessary, address a message to the counter party by recorded delivery. The parties are not obliged to communicate in such a way, even under the conditions set out in the previous paragraph.
25.8. Verbal messages, including by phone, should be confirmed in written electronic form pursuant to the manner of the previous paragraphs. The date of receipt of the message will be the date on which the confirmation message was received.
25.9. The client shall agree that general notifications or instructions for working with SalesRay addressed to all or to a group of clients may be published by Antipodes in an appropriate manner on the Website. In this case, the date of receipt of the notification or the instruction by the customer will be the date of publication on the Website.
IV. AMENDMENT TO THE GENERAL CONDITIONS
26. Amendment to the General Conditions
26.2. The amendments shall be published on the website, and when they represent amendments or addenda to the Service configurations or pricing plans which relate to clients which already have already established relations with regard to Service, Antipodes shall send a notification to the relevant Clients pursuant to the manner of point 25.1. b.
26.3. The amendments shall enter into force immediately after the date of their publication on the Website, notwithstanding whether they relate to persons who only use the public content of the Website or to clients.
26.4. Within one week after the date on which the amendments referred to in point 26.2 have been posted or a notification sent, any client who disagrees with the changes may expressly declare that he or she rejects them. Such a statement shall be deemed to be a statement by the client that he/she no longer wishes to use the Service and wishes to terminate the Agreement for the provision of the service. In such a case, the Agreement for the provision of the service will terminate at the end of the subscription period in which the statement has been sent. After expiration of this subscription period (termination of the contract), Antipodes may immediately delete the client domain and destroy the data which the client has entered and processed in SalesRay.
26.5. For the period from the date on which the amendments to the General Conditions enter into force to the termination of the Agreement for the provision of the Service, the client shall owe remuneration for any use of the Service, which he/she may owe prior to the date on which the amendments to the General Conditions enters into force.
26.6. Any client who, within the one-week period referred to in point 26.4, has not declared that he/she rejects the changes, is deemed to be familiar with them and to have accepted them unconditionally.
26.7. Pursuant to the provisions of this section, no amendment may be made to any conditions explicitly agreed upon between the client and Antipodes for the provision of the service, which are difference from these General Conditions, the published Service Configurations or price plans.
27.1. The parties shall declare that if any of the clauses in these General Conditions becomes invalid, this will not result in the annulment of the Agreement for the provision of the Service or its parts or other clauses of the General Conditions. The invalid clause will be replaced by the imperative rules of law or established commercial practice.
28. Settlement of disputes. Applicable law
28.1. Any disputes between Antipodes and the client regarding the entering into, implementation, termination or annulment of an Agreement for the Provision of the Service, or between Antipodes and a person using the public content of the Website will be settled through negotiations between the Parties in a spirit of mutual understanding. If the parties fail to reach an agreement, the dispute will be referred to the competent court in the area of jurisdiction of Antipodes' corporate office.
28.2. Unless otherwise agreed, all relationships and agreements to which these General Conditions apply shall be subject to Bulgarian law. For any issues not covered by these General Conditions, the provisions of the applicable legislation of the Republic of Bulgaria shall apply.