Below you can find our Terms of Service.
These General Terms of Service (“Terms”) will be applied to an agreement between Aista Ltd, a Cypriot private limited company, having its registered address at Williamson House, Aiolou & Panagioti Diomidous 9, Katholiki, 3020 Limassol, Cyprus, and a customer (“Customer”) to whom Aista provides cloud-based infrastructure and software services for the Customer's commercial purposes (“Service”). In these Terms, Aista and Customer are referred to jointly as the “Parties” and individually as a “Party”. The Parties expressly acknowledge that the Service is neither intended nor fit for use by consumers.
An agreement is formed between the Parties when Aista receives an appropriately filled-in registration or order form (“Order”) which the Customer has submitted through a registration and/or purchasing procedure on Aista's website. In connection with the registration procedure the Customer will create a service account. Any referral herein to “Agreement” includes the Order, service descriptions attached or referred to in the Order, the service level agreement (“SLA”), the acceptable use policy (“AUP”) and these Terms. The SLA and the AUP are available on Aista's website.
Aista shall provide the Customer with the Service, which is specified in the Order. If the provided Service differs from the specifications, Aista shall correct the Service promptly after a notification by the Customer.
Aista shall offer compensation to the Customer for all unscheduled interruptions in the provision of the Service in accordance with the SLA in force from time to time.
Aista shall provide the Customer's administrative users with technical support with respect to the Service through the means described under the Support page on Aista's website. Contact details and service hours are provided on Aista's website.
The Customer will be responsible for activities that occur under the Customer's service account, including actions taken by the Customer's employees and other representatives (“User”) as well as their compliance with user instructions and the AUP. The Customer must promptly notify Aista if the Customer suspects that an unauthorised third party is using, or may have access to, the Service or the Customer’s service account.
The Customer must comply with third-party software license terms if the use of such software is offered by Aista for the provision of the Service, or if such software is obtained and uploaded in the Service by the Customer, with Aista's separate instructions.
The Service and the prices for the Service (“Service Fee”) are described in the service descriptions available on Aista's website. Aista may from time to time offer trials of the Service for a specified period without payment. Aista reserves the right, in its sole discretion, to determine Customer's eligibility for a free trial and, subject to applicable laws, to withdraw or to modify an offer trial at any time without prior notice and with no liability, to the greatest extent permitted under the law. For a free trial of the Service, Aista may require Customer to provide payment details to start the trial. At the end of such trial, Aista may automatically start to charge the applicable service fees for the Service immediately after the end of the free trial in accordance with Section Payment Terms and according to the price list on Aista's website. The applicable subscription to the Service must be cancelled through Customer's account's subscription page, or the Service must be terminated in its entirety, before the end of the trial period in case Customer does not accept the applicable prices provided on Aista's website. Customer shall ensure that the authorised Users use the Service in compliance with this Agreement. Misuse of the Service by Customer or any User may lead to termination of the Agreement or suspension or denial of access to the Service.
Subject to due subscription to the Service and compliance with the Agreement, Aista grants to Customer a non-exclusive, nontransferable and limited right to enter and use the Service and grant Users access rights to the Service.
The Customer is responsible for making appropriate back-up copies of the Customer Data (as defined below) stored in the Service. Such back-up copies shall be stored outside the Service.
Aista is entitled to develop its services and business offerings. In case of a change in the Service, Aista will notify the Customer in advance. If Aista considers that a change will have a material effect in the Service, Aista will notify the Customer at least 30 days before the change will be effected and reserve the Customer a possibility to terminate the Agreement.
The prices of the Service are specified in the Order. Unless otherwise agreed, Aista charges the Customer in advance for each calendar month of the Service according to Aista's price list which is valid at the time and is available on Aista's website. Applicable value added tax and other duties will be added to the prices unless the prices are specified VAT inclusive.
Aista shall charge for the Service on a monthly subscription based model, where the payment method associated with the subscription becomes automatically deducted in advance for one month at the time. Invoices are made available on the Customer's service account. To avoid being continously billed for any Service, it is the Customer's responsibility to delete and destroy any services the Customer no longer wants to be billed for.
When subscribing to the Service, Customer shall provide true, accurate and complete information as prompted by the Order and update such information when required. Please note that this Agreement only covers the Service and the use thereof and any and all linked third party services and platforms are provided by the relevant third parties and covered by their terms of service or other agreement or license. Aista does not assume any liability in regard to use of such third-party services and platforms, whether or not they are linked to the Service.
Customer is not permitted and not entitled to permit the Users or any other parties to do any of the following:
Customer data shall mean all Customer's data that a Customer or another party acting on Customer's behalf generates in or submits to the Service (“Customer Data”) or the data Customer submits to a third-party service or platform which might be accessed by the Service, subject to and on the basis of the permissions or consents Customer has granted. Customer agrees that Aista does not assume any liability or responsibility in respect to any Customer Data, with the exceptions relating to Personal Data as set forth in Section Data Processing below. Customer shall at all times ensure that Customer Data does not infringe any third party intellectual property rights or violate any applicable laws or legislation. Customer shall not upload any illegal, offensive, threatening, libellous, defamatory, or otherwise inappropriate data to the Service. For clarity, Aista is not responsible and shall not be held liable for any Customer Data, nor does it endorse any opinion contained in any Customer Data. Aside from the rights specifically granted herein, Customer retains ownership of all rights, including intellectual property rights, in the Customer Data.
The Customer shall be responsible for the lawful collection, processing and use, and for the accuracy of the Personal Data, as well as for preserving the rights of the individuals concerned. If and to the extent legally required, the Customer shall inform the individuals concerned regarding the processing of their Personal Data by Aista, and shall obtain their consent if necessary. The Personal Data processed by Aista on behalf of the Customer may include e.g. Personal Data of the Customer's employees and end-customers, such as contact details of the aforementioned data subjects. The Customer acknowledges that due to the nature of the Service, Aista cannot control and has no obligation to verify Personal Data the Customer transfers to Aista for processing on behalf of the Customer when the Customer uses the Service. The Customer ensures that the Customer is entitled to transfer the Personal Data to Aista so that Aista may lawfully process the Personal Data on behalf of the Customer in accordance with this Agreement. Aista shall not use Personal Data for any purpose other than that of rendering and providing the Service and will not assert liens or other rights over, or sell or disclose the Personal Data to any third parties, without the Customer's prior written approval. Aista shall process Personal Data in accordance with this Agreement and documented instructions from the Customer. The Customer's instructions must be commercially reasonable, compliant with applicable data protection laws and consistent with this Agreement. Aista shall not be obliged to verify whether any instructions given by the Customer are consistent with applicable laws, as the Customer is responsible for such compliance verification of its instructions. However, if Aista detects that any instruction given by the Customer is noncompliant with the requirements of any data protection legislation applicable to Aista's operations, Aista shall inform the Customer in writing. Aista and the Customer shall comply with the EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“Regulation”) and any applicable European or foreign data protection laws as amended, as well as data protection authorities' orders and guidelines. Aista and the Customer shall implement and maintain appropriate technical and organisational security measures to protect the Personal Data within their area of responsibility, in order to safeguard the Personal Data against unauthorised or unlawful processing or access and against accidental loss, destruction or damage. Such measures include where necessary and appropriate, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons the following measures:
To respond to requests from individuals exercising their rights as foreseen in applicable data protection law, such as the right of access and the right to rectification or erasure, the Customer shall primarily use the corresponding functions of the Services, such as the Aista HUB. Aista shall provide the Customer with commercially reasonable assistance, without undue delay, taking into account the nature of the processing. Aista shall further provide the Customer with commercially reasonable assistance in ensuring compliance with the Customer’s obligations to perform security and data protection assessments, breach notifications and prior consultations of the competent supervisory authority, as set out in the applicable data protection law, taking into account the nature of the processing and the information available to Aista. In case such assistance requires extensive measures from Aista, the Customer shall pay additional reasonable remuneration to Aista for handling such assistance requests. In addition, Aista shall, and shall procure that its personnel (including its subcontractors’ personnel) shall:
The Customer accepts that Aista may have Personal Data processed and accessible by its subprocessors outside the Customer’s country of domicile to provide the Service. In case the processing is subject to any EU data protection law and Personal Data is transferred from the European Economic Area (“EEA”) to a subprocessor for processing in any country outside the EEA that is not recognised by the European Commission as providing an adequate level of protection for personal data, Aista provides for appropriate safeguards by standard contractual clauses, adopted or approved by the European Commission and applicable to the processing by the nonEEA subprocessor or by any other appropriate safeguard as foreseen under Regulation.
The Customer shall have the right to audit the facilities and processing activities of Aista under this Agreement to examine the level of protection and security provided for Personal Data processed under this Agreement and to assess the compliance of Aista with the terms and conditions relating to Personal Data set out herein. Each Party shall bear its own costs for any such audit. Where an audit may lead to the disclosure of business or trade secrets of Aista or threaten intellectual property rights of Aista, the Customer shall employ an independent expert to carry out the audit, and the expert shall agree to be bound to confidentiality to Aista's benefit.
General authorisation. The Customer gives its general authorisation to allow Aista to involve Aista’s affiliated companies and other subcontractors as subprocessors to process Personal Data in connection with the provision of the Service, to the extent such appointment does not lead to noncompliance with any applicable law or Aista’s obligations under this Agreement. Aista ensures that the involved subprocessors are properly qualified, will be under a data processing agreement with Aista, and comply with data processing obligations similar to the ones which apply to Aista under this Agreement. Aista shall be liable towards the Customer for the processing of Personal Data carried out by Aista’s subprocessors.
Aista is free to choose and change its subprocessors. Upon request, Aista shall inform the Customer of subprocessors currently involved. In case there is a later change of subprocessor (addition or replacement), Aista shall notify the Customer of such change. In case the Customer objects such change of subprocessor on reasonable grounds, the Customer has the right to request change of the subprocessor. If Aista is not willing to change the subprocessor the Customer has objected, the Customer shall have the right to terminate the Service and this Agreement.
Aista shall, without undue delay after having become aware of it, inform the Customer in writing about any data breaches relating to Personal Data and any other events where the security of Personal Data processed on behalf of the Customer has been compromised. Aista’s notification about the breach to the Customer shall include at least the following:
Aista shall not take any action to intentionally erase any Personal Data processed on behalf of the Customer, without the Customer’s explicit request. Personal Data shall be processed under this Agreement until the Customer has ceased to use the Service. Within a reasonable time after the termination or expiry of this Agreement, or after the Customer has permanently ceased to use the Service, Aista shall permanently delete Personal Data from its storage media, except to the extent that Aista is under a statutory obligation to continue storing such Personal Data. On the Customer’s request, Aista shall confirm the deletion in writing. The obligation to delete Personal Data shall not apply to Personal Data contained in regular back-up copies of comprehensive datasets from which the individual deletion of Personal Data would not be possible without significant efforts or costs.
All intellectual property rights to and in the Service as well as intellectual property rights pertaining thereto, are exclusive property of Aista or its licensors with all rights reserved. All intellectual property rights to the content uploaded into the Service by or on behalf of the Customer will remain the exclusive property of the Customer or its licensors. All intellectual property rights relating to the provision of the Services, including suggestions for improvements made by the Customer, will remain the exclusive property of Aista or its licensors.
Aista will offer service level compensations to the Customer in accordance with the SLA. In all other respects the Service is provided on “as-is” and “as-available” basis, and Aista will not give the Customer any warranty or guarantee, express or implied, for the Service, including but without limitation to warranties of merchantability, fitness for any particular purpose, performance, or noninfringement. The parties expressly note that the Service is not designed to be error-free or uninterrupted and therefore they are neither intended nor fit for purposes that require fail-safe performance.
Aista will not be liable for indirect damage or consequential damages caused to the Customer. Aista’s total aggregate liability under or in connection with this Agreement shall be limited to the aggregate Service Fee paid by the Customer for the Service for the last six (6) months preceding the occurrence for which damages are claimed. These limitations will not apply to damage caused by wilful misconduct or gross negligence. In order to be valid and enforceable, all claims for damages must be made within 30 days from the date the damage was or should reasonably have been noticed by the Customer.
Aista may assign the Agreement in whole or in part to another group company or in connection with the trade sale which includes the provision of the Service. The Customer may assign the Agreement to a third party with Aista’s prior written consent which Aista will not unreasonably withhold. The Agreement will not create any third-party beneficiary rights in any third party.
If the Customer has breached the provisions of the Agreement or Aista has justifiable reasons to believe such a breach exists, Aista may temporarily suspend the provision of the Service.
The Customer may terminate the Agreement for any reason by issuing 5 days written notice to Aista. Aista may terminate the Agreement for any reason by issuing 30 days written notice to the Customer.
Either Party may terminate the Agreement with immediate effect if the other Party has materially breached the provisions of the Agreement.
Aista will provide the Customer with transition services in order to enable the Customer to transfer the Customer Data to another service provider. The Customer must order the transition services before the termination of the Agreement. The description of the transition services and applicable prices are provided on Aista's website.
The Agreement constitutes the entire agreement and supersedes all previous commitments between the parties in respect of the provision of the Service. All amendments to the Agreement must be made in writing. Aista may modify this Agreement by notifying the Customer in writing, such as by e-mail or by posting a revised document version on Aista’s website. If Aista considers that a revision will have a material effect on the Agreement, Aista will notify the Customer at least 30 days before the revision will be effected and reserve the Customer a possibility to terminate the Agreement.
A failure by either Party to enforce any provision of the Agreement will not be deemed to constitute a present or future waiver of such provision. All waivers must be made in writing.
Force Majeure is an event that prevents, or makes unduly difficult, the performance of the Service or the fulfilment of the provisions of the Agreement, such as war, rebellion, natural catastrophe, general interruption in energy distribution or telecommunications, fire, strike, embargo, or another equally significant and unforeseen event independent of the parties. Each Party shall be entitled to suspend its duties without liability thereof in case of Force Majeure affecting the Party either directly or through its subcontractor.
Should any provision of the Agreement be declared unenforceable by a court of competent jurisdiction, the remaining provisions of the Agreement will remain in full force and effect to the fullest extent permitted by law. The Parties shall attempt through negotiation in good faith to replace the unenforceable provision with such provisions that correspond as closely as possible to the original intention of the Parties.
The Agreement will be governed by the substantive laws of the Republic of Cyprus, with the exception of any conflict of law principles. Any and all disputes, which the Parties fail to settle amicably, arising out of or relating to the Agreement will be finally settled by arbitration in English language.