Terms & Conditions

Terms of Use for CEPRA Platform

These Terms of Use (“Terms”) govern your (“Client”) access to and use of the CEPRA Platform and Services. By accessing or using the Platform, you agree to these Terms, forming a legally binding agreement (“Agreement”) with CEPRA Solutions OÜ (“Operator”). If you do not agree to these Terms, you must not use the Platform or Services.

1. Definitions

• Platform: The cloud-based software and associated web/mobile applications provided by the Operator for business management.
• Services: Includes onboarding, technical support, and custom configuration services provided by the Operator.
• Client Account: The administrative profile for accessing and managing the Platform.
• User Account: Individual profiles authorized under the Client Account.
• Entity: Distinct business units managed within the Client Account.
• Contents: All data uploaded by the Client or Users, including text, images, videos, and personal data.
• Billing Period: The subscription billing cycle (monthly, annually, etc.) as agreed upon.
• Confidential Information: All non-public, proprietary, or confidential information disclosed by either party.

2. Platform Access and Use

Purpose: The Platform is intended solely for professional business use, supporting workflows related to sales, finance, and operations. The Client is responsible for ensuring legal compliance and suitability.

Access Rights: Access is granted via Client and User Accounts under these Terms. The Platform is available 24/7, subject to routine maintenance and service interruptions as outlined in the Service Level Policy.

Prohibited Actions:

Use of the Platform for unlawful purposes or to harm the Operator or third parties.

Reverse engineering, copying, or modifying the Platform.

Uploading malicious software or compromising Platform security.

Services Provided:

• Support: Basic technical support is included. Enhanced support tiers are governed by the Support Level Policy.
• Onboarding: Optional assistance available by prior written agreement, subject to fees.
• Custom Configuration: Custom development or integrations available under written agreement, subject to additional charges.

Client Responsibilities: The Client must provide accurate account information, maintain secure connections, and comply with applicable laws and regulations.

3. Formation of Agreement

The Agreement becomes effective upon:

Client account registration and acceptance of these Terms.

Signing of an Order Form referencing these Terms.

The Client acknowledges reviewing the Terms and the Privacy Policy prior to acceptance.

4. Amendments and Interpretation

Modifications: The Operator may revise these Terms with 14 days’ notice. Continued use after 30 days constitutes acceptance.

Special Conditions: Any additional terms must be in a signed written agreement.

Language: These Terms are governed by the English version; translations are for reference only.

5. Accounts and Entities

The Client manages User Accounts and Entities and is responsible for setting appropriate access controls.

The Client is fully accountable for all activity under its Accounts and Entities.

The Client must ensure account security and promptly report any breaches.

6. Fees and Payment

Fees: Subscription and service fees are based on the selected plan and services and are listed on the Operator’s website.

Payments: Fees are prepaid for each Billing Period and are due within 10 days of invoice. Late payments incur a daily interest of 0.5%, subject to legal limits.

Trial Period: A 14-day free trial is available for new Clients. Post-trial data retention is governed by the DPA.

Refunds: Prepaid fees are non-refundable, except where the Operator materially breaches the Agreement.

7. Contents

License: The Client grants the Operator a non-exclusive, worldwide license to use Contents solely for delivering the Platform and Services.

Access and Use: The Operator accesses Client Contents only when necessary for support, legal compliance, or performance.

Compliance: The Client ensures that all uploaded Contents are lawful and do not infringe third-party rights.

8. Intellectual Property

The Operator retains full ownership of all Platform software, documentation, and associated intellectual property.

The Client receives a limited, non-transferable license to use the Platform for internal business operations.

Unauthorized copying, distribution, or modification of the Platform is strictly prohibited.

The Operator may use the Client’s name and logo for marketing purposes unless the Client objects in writing.

9. Maintenance and Updates

The Operator may update the Platform with new features, fixes, or improvements.

Temporary unavailability may occur during scheduled maintenance, per the Service Level Policy.

The Operator may discontinue features and will provide alternatives when possible.

10. Term and Termination

Duration: The Agreement remains in effect unless terminated with 30 days’ written notice.

Commitment Period: If a commitment term is agreed upon, the Client may not cancel or downgrade during that period.

Termination for Breach: Either party may terminate the Agreement if the other party fails to remedy a material breach within 7 days of written notice.

Post-Termination: Client Contents are retained for 75 days. Clients are responsible for exporting data within 30 days of termination.

11. Remedies

The Operator may restrict access or remove non-compliant Content.

Repeated or serious violations may result in suspension or permanent termination of services.

12. Liability

 The Platform is provided “as is,” with no guarantees beyond those explicitly stated.

The Operator’s liability is capped at the lesser of fees paid in the preceding 3 months or actual direct damages. No liability is accepted for indirect or consequential losses.

The Client indemnifies the Operator for any damages resulting from misuse of the Platform or violations of these Terms.

13. Confidentiality

Each party agrees to protect the other’s Confidential Information and not disclose it without consent, except as legally required.

Platform architecture and software are Confidential Information of the Operator. Client data is Confidential Information of the Client.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Republic of Estonia.

Disputes shall be resolved through good-faith negotiations. Unresolved matters will be adjudicated by the Harju County Court in Tallinn.

Appendix: Data Processing Agreement (DPA)

1. Scope: Regulates the Operator’s role as a data processor under GDPR.
2. Data Covered: Includes personal data processed within Client and User Accounts.
3. Obligations: The Operator processes data per Client instructions, ensures confidentiality, and applies necessary security safeguards.
4. Sub-Processors: May be used with Client consent. Operator ensures equivalent protection.
5. Audit Rights: Client may audit the Operator’s compliance. Costs borne by Client unless a breach is found.
6. Liability: Operator’s liability is limited as described in the Terms.
7. Post-Termination: Client data is returned or deleted unless retention is legally required.

Effective Date: These Terms take effect upon Client’s acceptance.

For pricing, support, or additional information, visit cepra-website.ropstam.dev or contact our support team.