Welcome to Smilecloud!
The smile design and centralized collaboration platform
This document (hereafter, the "General Terms") outlines the conditions governing the provision of our digital platforms that offer "smile design" software and centralized collaboration for dentists and patients accessible through our websites and mobile applications (available for download from various mobile app stores), along with related websites accessible at smilecloud.com (collectively, the "Services"), as well as other important aspects concerning the legal relationship between you and us.
If you have been invited to use Smilecloud Passport as a Patient by a Smilecloud Biometrics user, these General Terms shall be supplemented by our Smilecloud Passport Supplemental Terms.
In addition to these General Terms, we encourage you to carefully review:
– Our Privacy Policy, which explains how we process your personal data;
– Our Data Processing Addendum (the "DPA"), which governs the processing of Customer Personal Data (as terms are defined in the DPA) on behalf of our Customers;
– Our Acceptable Use Policy, which defines acceptable and unacceptable conduct when using the Services;
– Our Cookie Policy, which provides information about our use of cookies and similar technologies, and
– any other terms, policies, notices, and disclaimers we make available or communicate to you through the Services.
Collectively, these documents establish a legally binding agreement (hereafter, the "Contract"), the terms of which you are required to accept in order to access and use the Services.
The Contract shall be concluded electronically. If you have entered into an offline agreement to use the Services, that offline agreement shall dictate our relationship.
Subscriptions via Partners
If you have purchased a subscription to use the Services through one of our authorized partners, then the terms of your purchase and the rights and obligations therein may be governed primarily by the agreement or terms of service you have with that partner. In the event of any inconsistency or conflict between the terms of that agreement and this Contract, the terms of the partner agreement shall take precedence unless explicitly stated otherwise.
Notwithstanding the foregoing, this Contract will supplement and clarify any rights or obligations not detailed in the partner agreement. It is your responsibility to understand and adhere to both sets of terms. Our company shall not be held liable for any breaches, discrepancies, or issues that arise solely due to the partner's actions, omissions, or the terms they have set forth unless explicitly stated otherwise. All queries or disputes relating to the terms set by our partner should be addressed directly with the respective partner.
We're including these "Simply put" sections to make our legal documents more approachable and easier to understand. These summaries give you a quick and plain-language overview of the more detailed legal terms–they are not legally binding.
Our "General Terms" document sets the legal framework for using our services, available on our websites and apps. If you're using Smilecloud Passport, there are additional specific terms for that. Other important documents you should read deal with how we handle your data, what's okay and not okay on our platforms, or how we use cookies. All these documents make up the contract you must agree to in order to use our services. If you've got a separate offline agreement with us, then that's what we'll follow. If you've subscribed for our services via a partner, you must follow both our rules and the partner's.
When we say "we", “our”, “us” or "Smilecloud", we mean Smilecloud SRL, a company registered in Romania, with its registered offices at Timișoara, 2 Martin Luther Street, Timiș County, registered with the Trade Register under number J35/934/2016, Sole Identification Number 35865498.
When we say "you", “your” or “Customer”, we mean the organization you represent in agreeing to the Contract or you as an individual (natural person) if you are not entering into this Contract on behalf of an organization. Also, when acting in the capacity of an End User (as defined below), the terms “you” and “your” will always refer to you as an individual.
Together we form the parties to the Contract (hereafter, the "Parties").
You may express your agreement to the Contract by clicking a button or completing another action indicating your acceptance of the terms, for example, by creating an account, purchasing a subscription, or using or inviting others to use the Services, whichever is earlier (hereafter, the "Effective Date"). If acting on behalf of an organization, you represent and warrant that you are an authorized representative capable of entering into the Contract.
In cases where we require your express consent by law or otherwise, you may indicate this by ticking a box or taking some other form of express action. Providing express consent through these measures signifies your unequivocal agreement to the related terms or conditions.
We are not subject to regulatory requirements for Know Your Customer (KYC) procedures. However, to maintain the integrity of the Services and protect the interests of our users, we reserve the right, at our sole discretion, to request identity verification from you, either during the account creation process or at any subsequent time.
You acknowledge and agree that we may, on a case-by-case basis, require you to provide proof of identity or other identifying information. This may include but is not limited to, government-issued identification documents, utility bills, or other supporting documents that confirm your identity or address. Furthermore, if you represent yourself as a doctor, dentist, or another healthcare professional while using the Services, you may be required to provide proof of professional accreditation, such as a valid license, registration, or certification by a legally recognized professional body or equivalent entity.
You must provide satisfactory proof of your identity or professional accreditation in a timely manner. Failure to provide the requested identification documents or professional accreditation proof within the specified time frame may result in suspending your account and access to the Services. Such suspension will remain in effect until you provide the required documentation and we verify your identity or professional accreditation to our satisfaction. Finally, if you fail to provide the requested identification documents or professional accreditation proof within a reasonable period, as determined by us, in our sole discretion, we may terminate the Contract and your access to the Services in accordance with section 7 (Term, Termination, Modification) of the Contract.
We are committed to preserving the privacy of our users, and any information you provide to us for identity verification or professional accreditation purposes will be treated with the utmost care and in accordance with our Privacy Policy.
Simply put:
"Smilecloud" refers to our company, Smilecloud SRL, based in Romania. "You" means either the organization you represent or you personally if you are entering into the contract on your own or when acting as an End User (see below). Our agreement kicks in when you take an action like creating an account or using our services. If you're representing an organization (for example, your employer), make sure you're authorized to do so. Occasionally, we might need to check your identity or professional credentials.
You must provide accurate and complete information when registering an account and agree to notify us if such information has changed. We have undertaken commercially reasonable efforts to ensure the safety and security of the Services. However, you shall be solely responsible for the security and proper use of login credentials such as passwords and IDs, as well as the security of the hardware, software, network infrastructure, and other devices used to access the Services. You must immediately inform us if there is reason to believe that the Services are or may be accessed in an unauthorized way using your credentials. We reserve the right to instruct you on appropriate measures that you must implement to secure your account. All activity in connection with your account will be presumed to have been conducted by you, and you maintain sole responsibility for such activity.
We rely on services provided by third parties (“Subprocessors”) to provide you with the Services. Our Subprocessors page details their identity, location, and role. Also, see our Privacy Policy to better understand under what conditions we may transfer Customer Data (as defined below) to third parties.
We carry out maintenance activities for the security and optimal performance of the Services. We undertake reasonable efforts to ensure that these maintenance activities do not negatively impact the availability or functionalities of the Services. In cases where we expect scheduled maintenance to adversely affect the availability or functionality of the Services for more than one day, we will provide at least one day's advance notice. Additionally, we may perform unscheduled emergency maintenance without prior notification to you.
We are continually working to enhance and introduce new features to the Services while addressing circumstances beyond our control, such as force majeure events, fortuitous events, or legal changes. We reserve the right to alter, suspend, or discontinue the Services at any time. In the event of discontinuation, or modification that negatively impacts the core features of the Services, we will provide you with reasonable notice so that you may export Customer Data from the Services. Strictly in this case, and only if you have a paid subscription to the Services, we may issue a refund for the fees paid, proportional to the period in which you were unable to use the Services.
All published articles, materials, quotes, graphics, images, videos, and other information contained within the Services, as well as information of any kind communicated by us during telephone conversations, via email, or through messaging applications (collectively, "Information") may be protected by applicable intellectual property laws and treaties. We provide the Information for informational purposes only and is of a general nature. The Information is not intended to provide advice or opinions that you should rely on when making any decision, especially, but not limited to, medical, financial, psychological, or legal decisions. We make reasonable efforts to update the Information. However, we make no warranties or representations, express or implied, that the Information is accurate, complete, or up-to-date. We recommend consulting a certified professional in their respective field before implementing or acting on the Information.
The Services are designed to offer you smile design tools and a centralized collaboration platform. We do not provide medical, dental, or other therapeutical services offered by professionals working within regulated professions, and the Services are not intended to replace the expertise of these professionals.
Please be aware that the Services are not certified or intended to be used as a medical tool or device, nor are they designed or authorized to diagnose, treat, or manage any medical condition or illness. The Services should not be relied upon as a substitute for professional medical advice, diagnosis, or treatment. Always consult with a qualified healthcare provider before making decisions regarding your health or the health of others.
If you are a doctor, dentist, or another healthcare professional, you must exercise your professional judgment and not rely solely on the Services for making any medical decisions, diagnosis, or treatment. You are responsible for evaluating the accuracy, completeness, and usefulness of the information, features, or functionality provided by the Services and ensuring that your decisions and actions are based on your professional knowledge, experience, and expertise.
By using the Services, you acknowledge and agree that you will not use them for any medical purposes, and you will not rely solely on the information, features, or functionality provided by the Services to diagnose, treat, or manage any medical condition. Any use of the Services for such purposes is at your own risk, and we expressly disclaim any liability arising from such use.
Our Responsibility. The security of the Services and users is a priority for us. We are dedicated to securing the Services, including system updates, patch management, and data storage. For this reason, we have implemented technical and organizational measures described in our Security Practices page, which is updated from time to time.
Your Responsibility. You must also take reasonable measures to ensure the security, protection, and backup of your Customer Data. You must manage your data within the Services responsibly, maintain secure account access, and ensure safe data sharing. Customers should enforce their internal policies regarding the Service’s usage, including managing access and permissions. If you believe that a certain person is violating your intellectual property rights through the Services, you can send us a notification in this regard, and we will take appropriate measures.
Regardless of any other provision of the Contract, we may collect, use, and share information that does not enable the identification of an individual, such as aggregated and analytics information (hereafter, "Anonymous Information") related to your use of the Service and disclose it for the purpose of providing, improving, and promoting the Services, as well as other products or services that we may offer or develop, as well as for other business purposes. We own all Anonymous Information collected or obtained by us.
Smilecloud may integrate with, or provide you with access to, certain third-party services, applications, websites, or resources (collectively, “Third-Party Services”). We provide these Third-Party Services only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to them or any content, products, or services accessible through them. Your use of these Third-Party Services is at your own risk and may be subject to the third party’s terms and conditions and privacy policy, which we encourage you to review.
Using Third-Party Services may allow for the exchange, modification, or removal of Customer Data. Please be aware that Smilecloud is not responsible for the privacy, security, or integrity of the data once it's transferred to the Third-Party Service.
Some Third-Party Services may involve additional fees. These fees may be charged by Smilecloud or directly by the third-party, depending on the specific service's terms and conditions. You are responsible for reviewing and understanding these fees before accessing or using the Third-Party Services.
Smilecloud is not responsible or liable for the performance or non-performance of any Third-Party Services or for any damages, costs, expenses, or claims arising from or related to your use of such Third-Party Services. We are not liable for any information that you provide to or through any Third-Party Service.
Simply put:
When you sign up for Smilecloud, keep your account details accurate and secure. Remember, you're responsible for all activity under your account. We use third-party services (Subprocessors) to help run Smilecloud, and you can find their details on our website. Our maintenance might sometimes affect service availability, but we'll try to keep you informed. We might change, suspend, or stop parts of Smilecloud, but we'll let you know in advance if it's something big.
Remember, Smilecloud is not a medical tool, and the information you may find is not professional advice – it's for general use and isn't a substitute for consulting with a professional. We've got robust security in place (check out our Security Page), but make sure you're also doing your part to protect your data.
Lastly, Smilecloud can link up with third-party services, but we're not responsible for them or any fees they charge. Be sure to check out their terms and conditions.
Our Smilecloud Biometrics and Smilecloud Passport platforms support several types of end users, such as Team Admins, Team Members, Collaborators, and Patients (each defined below, and collectively, the "End Users"). The range of features and functionalities accessible to End Users depends on the specific subscription plan associated with your account and is detailed throughout the Services. The following terms define the rights and obligations of different End User types.
Acknowledgments. By accessing or using the Services as an End User, you acknowledge your responsibility for all actions performed on or through your Smilecloud account, including any use of Third-Party Services and associated data disclosure, and represent that you have the authority to conduct such actions.
We refer to your first registered End User as your "Admin". Your Admin will be deemed your authorized representative and any decision or action taken by your Admin will be regarded as your own. Admins have extensive rights and privileges regarding your account, such as being able to: (i) manage your subscription plan, including subscribing, canceling, upgrading, and managing your payment instrument and billing information; (ii) manage your Team Members, Collaborators, and Patients, including adding, removing or changing their permissions, as the Services may allow; (iii) manage Customer Data, including accessing, adding, removing, sharing and making changes to such data, as the Services may allow.
As the Services may allow, we refer to End Users added as part of your account as "Team Members". Adding Team Members may result in additional charges.
Notice to Team Members. If you are acting as a Team Member, please note that: (i) you may be added or removed from an account, and your permissions and available features and functionalities may be changed at the sole discretion of the account owner (the individual or organization that is paying for the subscription and has invited you to their account); (ii) any contributions to Customer Data may be retained, accessed, used, modified, shared, or removed by the account owner and its Admins; (iii) your account may fall under the management of the organization that owns or controls the email address domain associated with your account's creation or registration.
As the Services may allow, we refer to End Users external to your account and to which you have given certain access or permissions to Customer Data or otherwise interact through the Services as "Collaborators".
Notice to Collaborators. If you are acting as a Collaborator, please note that any contributions to Customer Data that you have been given access or permissions to may be retained, accessed, used, modified, shared, or removed by the account owner and its Admins (for example, all contributions to Smilecloud Biometrics cases that belong to another user may be controlled by that user).
We refer to Smilecloud Passport users as Patients. As the Services may allow, Patients may be given certain access or permissions to Customer Data and may be able to otherwise interact through the Services via our Smilecloud Passport to Smilecloud Biometrics connection.
Notice to Patients. If you are acting as a Patient, please refer to our Smilecloud Passport Supplemental Terms.
You are liable for the activity of your End Users and are responsible for understanding their rights and privileges and how these may affect your account, such as their ability to incur charges on your account or access Customer Data. Please contact us for any assistance you may need regarding these issues.
The Services are not intended for and should not be accessed or used by anyone under 18. You are responsible for ensuring that End Users comply with our minimum age requirement. In addition, you must ensure that End Users comply with any policies and practices that you may have related to their use of the Services. You are responsible for providing the hardware, software, and internet connectivity for End Users to access the Services.
Simply put:
Smilecloud caters to diverse user roles, each with specific access and capabilities. It's crucial to understand that as an account holder, you're responsible for the activities of these End Users. Ensure they adhere to our rules and usage guidelines in addition to your own.
Subject to your compliance with the terms and conditions set forth in this Contract, including your strict adherence to our Acceptable Use Policy, we hereby grant you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Services during the Contract term.
This right is solely for your internal business purposes and may only be exercised by the authorized number of End Users as agreed upon in your subscription plan or Order Form.
You may not, directly or indirectly, reproduce, distribute, reverse engineer, modify, sublicense, sell, rent, lease, loan, or otherwise transfer any portion of the Services to any third party. Furthermore, you may not use the Services for any purpose other than those expressly permitted by these terms and any applicable laws and regulations.
We reserve all rights not expressly granted to you under this Contract. Your access to and use of the Services does not grant you any ownership interest in the Services or any associated intellectual property rights. All intellectual property rights in the Services, including but not limited to copyrights, trademarks, and trade secrets, are and shall remain the exclusive property of us or our licensors.
Furthermore, we retain all rights, titles, and interests, including all intellectual property rights to the brand, logos, images, information, legal texts, and other data within the Services. If you wish to use our intellectual property, please contact us.
Definition. We refer to "Customer Data" as all data, including but not limited to text, links, files, photos, videos, documents, or other information, that you upload, store, transmit, share, or process in any way while using the Services. You retain all intellectual property rights in Customer Data.
Compliance. You are responsible for ensuring that Customer Data complies with applicable laws and the terms of this Contract. You represent and warrant that you have obtained all necessary consents, permissions, and authorizations required to lawfully process Customer Data within the Services. We are not responsible for the content of Customer Data or how you choose to use the Services to store or process Customer Data.
License Grant. You grant us a worldwide, non-exclusive, royalty-free, perpetual license and all necessary rights to host, access, use, process, copy, distribute, perform, and display Customer Data in order for us to:
– Provide, maintain, and improve the Services;
– Develop new services, products, and technologies;
– Prevent or resolve issues related to the provision or security of the Services;
– Respond to requests regarding Customer Data, and
– Comply with our legal obligations.
The license granted to us also extends to our Subprocessors solely for the purpose of assisting us in providing the Services.
You warrant that you have the legal authority to grant us these rights.
Remediation of Contract Breaches. If we believe a breach of the Contract can be resolved by deleting some or all of the Customer Data, we will generally require you to take direct action rather than intervening ourselves. However, if we believe that you have not taken the necessary steps, or if there is a risk of harm to us, the Services, other users, or our Subprocessors, we reserve the right to take appropriate action.
We acknowledge that Customer Data may contain health data considered a special category of personal data under the GDPR and other applicable privacy regulations. It remains your responsibility to ensure that any health data you upload, store, or process through the Services is lawfully obtained and processed in compliance with all applicable data protection and privacy laws, including, but not limited to, the GDPR.
The Services contain links to other websites and resources provided by third parties. These links are for informational purposes only. We do not endorse, support, or encourage the websites to which we provide links or the information contained within them. We have no control over the content of these websites.
We welcome your feedback, comments and suggestions, but please note that we may use them for any purpose and without any obligation or liability to you. By providing your feedback, you waive all moral rights to the extent permitted by law, and acknowledge that we are free to use, adapt, or incorporate your suggestions without any restrictions or compensation.
You grant us the right to use your company name and logo as a reference for marketing purposes and promotional materials or within our portfolio, website, social media, and other public or private communications. We would greatly appreciate it if you could offer us a review that we would be able to use similarly.
Simply put:
We grant you limited rights to use our services based on your subscription, but this doesn't transfer any ownership of Smilecloud's intellectual property to you. On the other hand, the data you upload (Customer Data) remains your intellectual property. We may use this data as necessary to provide and improve our services, address issues, or legal compliance, but we don't own it. If your data includes health-related information, you're responsible for handling it in compliance with data protection laws. Your feedback is welcome, and we would love to use your company's name and logo for marketing purposes.
The Services are offered on a subscription basis. Your subscription can be initiated by placing an order through the Services or other available online or offline methods, as applicable (hereafter, the "Order Forms"). Order Forms will outline the specific details of the Service requested, including but not limited to the selected subscription plan, the duration of the subscription term, or any associated fees. All prices are displayed in EUR or your local currency and include fees. Tax rates may vary depending on your location and will be shown separately on the invoice. By submitting an Order Form, you agree to be bound by the terms and conditions set forth in the Contract, as well as any additional terms or conditions specified in the Order Form itself.
We reserve the right to accept or reject any Order Form submitted by you, in our sole discretion. Upon acceptance of your Order Form by us, your subscription to the Services will commence, and you will be granted access to the features and functionalities associated with the chosen subscription plan, as further described in the Contract and any applicable Order Form.
All payments are made in advance and are non-cancelable and non-refundable, except as mentioned below. You must provide accurate billing information, and payment will be made to your payment instrument (debit or credit card). Our payment processor (Braintree) is acting as a data controller. We recommend you read Braintree’s Privacy Policy to learn more about Braintree's processing of your data. You may be responsible for paying taxes or other additional fees.
As the Services may allow, you may upgrade your account by (i) changing your subscription plan to a higher one; (ii) choosing a longer subscription term; (iii) adding features and functionalities, and/or (iv) adding End User seats. As indicated in the Services or applicable Order Form, upon upgrading, you may be bound by the new minimum contract period to which you have upgraded. When you upgrade your subscription, you'll be charged a higher subscription fee based on our current rates (unless stated otherwise in an Order Form). The increased fee will be handled in one of two ways: (1) we will prorate the additional cost for the rest of your current subscription period, or (2) if your subscription period restarts due to the upgrade, we'll subtract the fees you've already paid from the new upgraded fees. In either case, you will pay the remaining difference on the date you made the upgrade.
Your account will be automatically downgraded to "read-only" access in the event of cancellation or non-payment of your subscription. You may also downgrade by removing End User seats. In the case of non-payment, we will send you a fifteen (15) or more days prior notice prompting you to pay the overdue fees, after which the downgrade may be instituted until payment in full is received.
You acknowledge and agree that downgrading involves a reduction in specific functions and features of the Services, as well as a potential loss of access to Customer Data.
You will not be able to take any action on downgrading, upgrading, or modifying the billing cycle if the current subscription plan's remaining value is greater than the plan you wish to change to. You will be automatically informed from which date you can take action on your plan.
We reserve the right to revise our fees at any time. If we increase prices or add new costs, we will give you at least two weeks prior notice to accept the revised fees or cancel your subscription. By continuing to use the Services after the revisions take effect, you signify your agreement with any new costs or increased pricing.
All subscriptions automatically renew unless canceled before the renewal date (see below). Subscriptions will renew for an additional period equal to the immediately prior term and at the currently applicable price point for that term. In order to benefit from uninterrupted service, you authorize us to charge your payment method on file the amount due upon renewal of your subscription.
You may cancel your subscription at any time and will continue to benefit from it until the end of your subscription term. To be clear, canceling your subscription does not imply termination of the Contract or the right to a refund. You may re-subscribe to the appropriate plan for your current usage level at any time, subject to our Data Portability and Deletion clause (see below). Downgrading terms shall apply. If you are an EEA-based consumer, you have the right to withdraw from this contract within 14 days of its conclusion. Please consult our Right to withdrawal page to learn more about how you can exercise this right and its effects on refunds.
At our sole discretion, we may offer free trials of the Services or certain features thereof for a limited period. If you participate in a free trial, you will have access to the specified services for the duration of the trial period, subject to these terms. Depending on the trial type, payment instrument information may or may not be required.
If a payment instrument is required for the free trial, unless you cancel your subscription prior to the expiration of the free trial, your subscription will automatically convert to a paid subscription plan, and you will be billed in accordance with the subscription plan you have selected. You may cancel your subscription at any time during the free trial without incurring any charges.
If a payment instrument is not required for the free trial, you may subscribe at any time during the trial. Please note that subscribing during such a free trial may automatically end the free trial prior to its term. Downgrade terms remain applicable if you have not subscribed by the end of your free trial.
We may occasionally offer pre-release services, which are services that are still in development and have not been made generally available.
These services will be clearly identified by words or phrases such as "beta", "pre-release", "demo", or similar (together the "Pre-release Services"). Pre-release Services may contain errors, bugs, or other issues that could affect their functionality and performance. Therefore, Pre-release Services are provided "as is" and "as available" without any guarantees or other representations that we make for the Services. To use the Pre-release Services, you may be required to agree to the collection of feedback and assume the obligation to maintain confidentiality regarding the Pre-release Services and all information exchanged concerning them.
We may offer discounts or promotions. These discounts or promotions may be subject to specific terms and conditions, which will be communicated at the time of the offer. Any discounts or promotions applied to your subscription will be valid only for the specified period and may not be combined with other offers or discounts. We reserve the right to modify or discontinue any discounts or promotions at any time without notice.
By participating in a free trial, using Pre-release Services, or taking advantage of any discounts or promotions, you agree to be bound by these terms and any additional terms and conditions applicable to the specific offer or service.
We are aware of the importance of Customer Data and the trust placed in us to keep it safe. For this reason, we offer you the possibility to access and download your Customer Data following the end date of your subscription.
Please note that upon termination of the Contract, we are under no obligation to provide or retain Customer Data in our systems, possession, or control. Customer Personal Data may be deleted according to our DPA.
See our Privacy Policy to understand how you can request the deletion of your personal data.
Subscription and Payment through Partners. If you have subscribed to the Services through one of our trusted third-party partners, certain terms of this subscription and payment section might be superseded by terms outlined by that partner. Please refer to the terms and conditions of our partner through whom you made the purchase to understand specific details.
Billing and Renewal. While the overarching principles remain consistent with our policies, billing, renewal, and payment methods might differ if you've subscribed through our partners. Always consult the partner’s terms for specifics related to these processes.
Support and Service Level Agreement (SLA). For any technical support or service-related issues, you may be required to first contact the partner through whom you made the purchase. However, Smilecloud remains committed to ensuring you receive the highest quality service and support.
Upgrades and Downgrades. The process for upgrading or downgrading your subscription may differ when purchased through a partner. Always refer to the partner's specific processes and terms for these changes.
Cancellations and Refunds. Requests for cancellation or any potential refunds are subject to our partner’s refund policy.
Promotions, Discounts, and Offers. If you have availed of any promotions, discounts, or offers through our partners, please note that these are usually exclusive to the partner's platform. Any terms and conditions related to such promotions are determined by the respective partner.
Data Portability and Deletion for Partner Subscriptions. While the principles of data portability and deletion remain the same, the process may be facilitated in conjunction with our third-party partner. Always ensure to follow the prescribed process to ensure smooth data portability and deletion.
Notifications and Communication. Periodic communications regarding the service, including any changes, updates, or important notifications, might be relayed through our partner. It's crucial to ensure you're subscribed to communications from both Smilecloud and the partner to stay updated.
Simply put:
When you subscribe to Smilecloud, you may select your plan and its duration, and we'll provide the details in your order form. Payments are upfront and typically non-refundable, and you're responsible for providing accurate billing info.
Upgrades to your account are possible by changing your plan and payment accordingly, but downgrades will lead to "read-only" access if you cancel or don't pay. Remember, all subscriptions renew automatically unless canceled before the renewal date, and your ability to access and manage data could vary depending on your chosen subscription plan.
If you've subscribed via a partner, the terms might be different, focusing on their processes for billing, support, upgrades, and so on.
The provision of Services under this Contract may involve access by the Parties to Confidential Information. Accordingly, both Parties agree to maintain the confidentiality of the information that will be provided to them, or that has been provided to them in order to conclude the Contract, or that will be generated by the Parties in connection with the performance of this Contract and to disclose such information only to representatives, employees, subcontractors or relevant service providers, if applicable, who directly need such Confidential information to be provided to them in order to fulfill the obligations set forth in this Contract, provided that they are bound by confidentiality obligations similar to those set forth in this Contract.
The obligation provided for above will not apply to information: (i) which was known to the Parties, as it appears from their written records, before the time of its receipt; (ii) which is in the public domain or which reached the public domain through no fault, direct or indirect, of the Parties or their personnel; or (iii) which is received in good faith by the Parties, not having an obligation to keep the respective information confidential, from a third person who was legally in possession of the information and had the right to disclose it.
The Parties will maintain their confidentiality obligations outlined in this clause even after the termination of the Contract.
Notwithstanding any provision of the confidentiality obligations set forth above, in the event that you or us (collectively, the "Receiving Party") are required by law, regulation, court order, or any other legal process to disclose any confidential information received from the other party (the "Disclosing Party"), the Receiving Party shall:
The Receiving Party's obligations under this clause shall not apply to any confidential information that is required to be disclosed pursuant to a validly issued subpoena or another compulsory process, provided that the Receiving Party has used reasonable efforts to comply with the provisions of this clause and to minimize the extent of the required disclosure.
Simply put:
Some of the information we exchange may be confidential and, therefore, must be respected and protected accordingly by both parties. Such information may only be shared with those who have a need to know related to the performance of the contract, except for mandatory disclosures under strict legal reasons.
The term of this Contract shall commence on the Effective Date and continue for an indefinite period until the earlier of (i) the date of deletion of your account, or (ii) the termination of this Contract in accordance with the terms set below.
Termination by you. You may terminate the Contract at any time by deleting your account through the account management interface or by contacting us.
Termination by us. There are also exceptional situations in which we could terminate the Contract and delete your account, such as:
– if you breach the provisions of the Contract;
– if we have good reason to believe that your access to and use of the Services is harmful to us, our software or hardware, other users of the Services, or third parties or violates applicable law;
– if we are ordered to do so under a court ruling or as required by law;
– if you are not actively subscribed for more than 12 months.
Before termination, we will send you a notice to the email attached to your account and provide the opportunity for you to remedy the cause of the notice and export Customer Data. The termination will take effect if you do not take the necessary actions for remedy within a reasonable period of time but no longer than 5 (five) days from the date of communication of the notice.
We will not notify you in advance if:
– the violation of the Contract is severe (for example, you violated any of the provisions of the Acceptable Use Policy) or repeated;
– doing so could compromise, interfere or affect the security of the Services;
– we are not allowed for legal reasons;
– doing so could cause damage or endanger a third person.
Effect of Termination. Upon termination for any reason, your right to access and use the Services will cease immediately and entirely and Customer Data may be deleted without the possibility of retrieval. Regardless of type or reason, termination will not relieve you of your obligation to pay any fees owed for the period before the date of termination. Any provisions that, by their nature, should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
From time to time, it may be necessary for us to update the terms of the Contract for reasons such as:
– to respond to a legislative change;
– to comply with a regulatory requirement that applies to us;
– because we have modified the Services (for example, we have improved or developed new features), because we have added new products or services, or because we have changed our business practices;
– to make the Contract terms easier to understand or more beneficial for you;
– to prevent abuse or harm.
We will post a notice regarding the Contract modification on this page. Also, in case of a material change to the Contract, we will notify you by email or through the Services to provide you with the opportunity to review the proposed change and express your agreement with any revised terms, unless:
– the change is related to a new service or product or
– the change must be implemented at once due to an emergency (for example, to meet legal requirements or to prevent abuse or harm).
Your continued use of the Services constitutes your acceptance of any revised terms. If you disagree with the changes that will take place, we suggest that you stop using the Services and delete your account before they take effect.
Simply put:
This contract starts when you agree to it (as explained above) and ends when your account is deleted, or we terminate it under certain conditions like contract breaches or legal requirements. Your access to our services will end upon termination, and any stored data may be deleted.
We may update the contract terms occasionally due to changes in laws, service updates, or business needs. We'll inform you of major changes via the services or email. Continued use of the services after changes implies your acceptance.
We provide the Services with a reasonable degree of skill and diligence. Except as provided in the Contract and to the maximum extent permitted by law, we make no warranty as to the content, availability, or reliability of the Services, the features available, or their ability to meet your requirements. The Services are provided "AS IS" and "AS AVAILABLE". We do not warrant that the Services will be uninterrupted, timely, secure, or error-free. We expressly disclaim all warranties, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
If during use, you encounter errors and limitations of the Services, you undertake to notify us of these, and we will work with you to remedy the problem.
The Contract shall not limit either party's liability for death, personal injury, fraud, gross negligence or intent.
To the extent permitted by law, neither party will be liable for any loss of profit, revenue or data, loss of opportunity or any financial loss of any kind, nor for any direct or indirect damages resulting from the use or inability to use the Services. In addition, neither you nor we will be liable for losses we could not reasonably have foreseen when entering into the Contract or for events beyond our reasonable control.
Our total liability in respect of or in connection with our breach of this Contract is limited to (a) the amount paid by you for your use of the Services in the last 6 months before the breach or (b) €100 – whichever is greater.
You acknowledge and agree that the limitations and exclusions of liability set forth are reasonable and are a fundamental element of the basis of the agreement between the Parties and that we would not be able to provide the Services on an economically feasible basis without such limitations and exclusions.
Neither party shall be liable for its inability to comply with Contract terms due to events beyond its control. Such events may include but are not limited to denial-of-service attacks, a failure by a Subprocessor, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action. We will make reasonable efforts to resume performance as events may allow. However, if the events continue for more than 60 (sixty) days, either Party may send a notice regarding the termination of the Contract.
You will indemnify us, our administrators, agents, employees, and contractors against any claims, complaints, demands, liabilities, damages, losses, and costs, including fines or actions by government authorities, incurred as a result of your breach of the terms of the Contract or illegal use of the Services.
The Parties shall attempt to resolve any dispute in connection with the Contract amicably. If the Parties fail to reach an agreement on the dispute within a period of 30 days, it shall be finally settled by the competent courts. The contract is governed by Romanian law. The courts of Timiș County will be competent to judge any disputes related to the Contract.
Simply put:
We strive to provide reliable services, but software is prone to bugs and imperfections; like virtually all vendors, we provide our services "as is" and with no guarantees. We also limit our liability, and neither of us will be liable for events outside our control. In the unfortunate event of a dispute, we must try to settle amicably first; if unresolved, disputes will be judged by Romanian courts under Romanian law.
This Contract constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, negotiations, and communications, whether written or oral, between the Parties concerning the subject matter. No modification, amendment, or waiver of any provision of this Contract shall be effective unless in writing.
This Contract only governs the relationship between the Parties. You may not transfer any rights or obligations to third parties without our written consent, and they will have no rights under the Contract. Notwithstanding the foregoing, either party may assign the rights and obligations conferred based on the Contract, without the other party's consent or notice, to a corporate affiliate or if the assignment is related to a merger, acquisition, or corporate reorganization or sale of assets.
The inability or delay of either party to exercise a right provided for in the Contract will not constitute a waiver of that right.
Any notification addressed by one party to the other is validly fulfilled if it is communicated in writing by mail, e-mail, or courier. Notices addressed to you may be sent to the applicable email address of the account and are considered communicated when sent. Notices to us will be sent to contact@smilecloud.com.
If any terms of this Contract were to be found invalid or unenforceable under applicable law, the rest of the Contract would remain unaffected. We agree to modify such terms in the spirit they were initially created.
Simply put:
This contract represents the full agreement between us, replacing any past understandings. Changes need to be in writing. You can't pass your rights or duties from this contract to others without our OK, except in business reshuffles like mergers. Not using a right under this contract doesn't mean giving it up. We'll consider notices sent to your email or our contact email as received. If a part of this Contract doesn't hold up legally, the rest still applies, and we'll tweak the problematic part to reflect the original intent.
Last updated: 15.01.2024
