CostPocket OÜ

CLIENT TERMS & CONDITIONS

These Client Terms and Conditions ("T&C") of CostPocket OÜ (registry code 14016832, address Harju maakond, Tallinn, Kesklinna linnaosa, Tartu mnt 83, 10115, Estonia, "CostPocket") are applicable on any and all document digitising services ("Services") facilitated by CostPocket to its clients ("Client") and the Client employees, agents and partners. By subscribing to Services with CostPocket, you, the Client, agree to these T&C. These T&C are applicable on all Services facilitated by CostPocket to Clients without requiring any further formal action or acknowledgement by the Clients.

1. SERVICES

1.1 CostPocket facilitates the following document digitisation Services to its Clients:

1.1.1 Access and use of CostPocket software, cloud environment and application;
1.1.2 Automatic text recognition;
1.1.3 Submission of receipts via CostPocket application;
1.1.4 Forwarding invoices;
1.1.5 Automatic invoice forwarding from your email, like your AirBnB, Bolt, Wolt and other receipts as indicated in the cloud environment and
1.1.6 Premium digitisation of receipts with enhanced field recognition, where a person from our side will look over all the documents
1.1.7 Integrations with accounting softwares for automatic archiving.

1.2 The Services are offered by CostPocket based on the price list as available and updated on the CostPocket website: https://costpocket.com/en/pricing ("Price List").
1.3 The Client may book additional services, such as custom development. Such additional services cost extra as set out in the quote provided to the Client by CostPocket. By booking additional services, the Client agrees to pay such extra charges as presented to the Client by CostPocket in the quote.

2. SIGN UP AND SUBSCRIPTION

2.1 To use CostPocket’s services, sign-up and account creation is required for the Client. If the Client wants to expand CostPocket’s services to its employees, agents or partners, these employees, agents or partners are required to sign up and create an account in the CostPocket system. The Client all its users can use CostPocket’s services via CostPocket’s cloud environment, application or in certain cases, via e-mail.
2.2 CostPocket offers 5 documents per month for free, when you go over that limit you need to choose a plan for yourself. Our application will not let you add more than 5 documents per month with a free plan. After that the Client needs to subscribe to a paid service package from the Price List. CostPocket is entitled to update the Price list with a one month notice to the Client, sent to the Client’s Admin User’s (as defined below) email. The Client is entitled to use Services as detailed on the Price List for the respective package that the Client has chosen.
2.3 The Client has one or several admin user(s) with extended rights ("Admin Users"). The Admin Users are entitled to submit their own documents for digitisation as Regular Users (as defined below), but also have an overview of all documents submitted and can change the Client’s data in CostPocket’s system, can change integration with accounting software, add or remove new users or administrators, change account information, change company information and upgrade/ downgrade the Client’s package from the Price List.
2.4 The Client is entitled to onboard their employees, agents or partners to their account ("Regular Users"). Such onboarding Regular Users is charged as indicated on CostPocket’s Price List. The Client is responsible for introducing these T&C and CostPocket’s Privacy Policy to the Regular Users. The Regular Users can upload documents and view documents uploaded by themselves only.
2.5 The Client can integrate CostPocket’s system directly with its accounting system. This enables the Client and its Admin and Regular Users to submit documents directly to the respective accounting system. In case the Client chooses to integrate CostPocket’s system and the documents submitted via CostPocket’s system with any accounting provider or another third party service provider, CostPocket is not responsible for any conduct, misconduct, actions or omissions of such accounting provider or third party. Please see further under Chapter 4 - Conditions for providing services.

3. PAYMENT AND CANCELLATION

3.1 The Client pays via debit card, credit card or with invoice. Payment term is 14 days after CostPocket has sent an invoice (CostPocket may change it to 7 days in the future by notifying the Client of such change). Credit card or debit card will be charged on the same day you subscribe to CostPocket service. VAT and any and all applicable taxes or charges are invoiced to the Client.
3.2 The Client agrees that if any of the circumstances have changed after the Client has chosen a subscription package from the Price List and/or the Client or its Admin or Regular Users have exceeded the limits for the payment package chosen by the Client, the Client is responsible for any extra usage of CostPocket’s system as per Price List and agrees to pay any such additional costs as invoiced by CostPocket during standard payment term set out in Clause 3.1 above.
3.3 The Client is responsible for any activities of it’s Admin User(s) and Regular Users. Any and all fees for the activities of the Admin User(s) and Regular Users in the CostPocket system will be charged to the Client.
3.4 Upon cancelling the Services, the Client will have access to his documents from our system. After cancelling, the Client cannot add new documents. In the case of an advance payment, we calculate the quantity used (time or amount of documents) and pay back the amount Client did not use. We will not make a refund, if the amount is smaller than 10€.
3.5 If Client’s payment is overdue, then CostPocket may (i) charge interest on overdue amounts according to applicable law at 5% per year above the base rate of EURIBOR from the payment due date specified on the invoice until paid in full whether before or after judgment, and (ii) suspend the Services. The Client will reimburse CostPocket for all reasonable expenses incurred by CostPocket in collecting overdue payments (including legal costs) except where such payments are due to CostPocket’s billing inaccuracies.

4. CONDITIONS OF PROVIDING THE SERVICES

4.1 CostPocket provides document digitisation services to Clients. The Services are provided by CostPocket’s employees, but also agents, partners and subcontractors.
4.2 Depending on which package the Clients use, CostPocket may use third party service providers to help with document digitisation. The Clients have an option to choose between automatic text recognition or manual text recognition, in which case the services will be provided with help from third party providers. Please see CostPocket’s Privacy Policy here for more information on the third party service providers used by CostPocket in providing services to the Clients.
4.3 Although CostPocket enables integration with third parties products, software and/ or services, such as integrations with different accounting software, Clients use such integrations at their own risk. CostPocket does not take any responsibility over data processed, received from or sent to such third parties at the Client’s request. The Client confirms that it has a direct legal relationship with any such third party and the Client is responsible for setting up adequate contractual and technological mechanisms with such third parties for ensuring safety and integrity of data processed. CostPocket provides links and access to third parties only as a matter of convenience, and in no event shall CostPocket be responsible for any advice, content, products, or other materials on or available from such third parties or their sites. Clients may have to enter into additional terms with third parties for the integrations to work properly and Clients shall do so fully at their own discretion and costs.
4.4 The Client is responsible for any consents required to onboard the Admin User and/ or Regular Users and for any conduct and activities of the Admin User and/ or Regular User. In relation to the Admin Users and/ or Regular Users, the Client undertakes that:

a. the maximum number of Admin/ Regular Users that it authorized to access and use the Services shall not exceed the number of permitted users stated in the Price List for the Client’s payment package; and
b. it will not allow or suffer any Admin/ Regular User account to be used by more than one individual person unless it has been reassigned in its entirety to another individual person (e.g. the former employee left the Client’s company), in which case the prior Admin/ Regular User shall no longer have any right to access or use the Services;
c. each Admin/ Regular User shall keep a secure password for his/her use of the Services;
d. each Admin/ Regular User consents to and complies with, any terms of use or service (including this T&C) and Privacy Policy, each as updated by CostPocket from time to time, all of which are incorporated into this agreement by reference.

4.5 CostPocket confirms that it complies with rules on ethical behaviour and anti-corruption practices. CostPocket does not use any form of forced, bonded or slave labor and all employees shall be treated with respect and dignity, based on their individual ability and qualifications. Any form of discrimination in hiring and employment practices, on the ground of race, gender, age, religion, caste, national origin, disability, political affiliation, sexual orientation, pregnancy, family responsibilities, marital status or union membership, is not tolerated.
4.6 CostPocket works to prevent all forms of corruption, including extortion and bribery. CostPocket does not offer or promise any improper advantage in order to obtain or retain a business or other advantage from a third party, except in accordance with industry standard agency or partnership contracts.
4.7 The Client understands that the use of any information and materials submitted by CostPocket to the Client is subject to usage rules set by CostPocket. Any unauthorised reproduction, publication, further distribution or public exhibition of the information and materials submitted by CostPocket to the Client, in whole or in part, is strictly prohibited, unless strictly necessary for the provision of Services.
4.8 The Client confirms that under no circumstances is the Client entitled to:
- a. copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any of the source code of the Services;
- b. sell, resell, sublicense, transfer, or distribute the Services; or
- c. access or use the Services: (i) for any illegal activities or to support any illegal activities; and (ii) in a manner intended to avoid incurring any fees as set out in the Price List.

5. WARRANTIES AND LIABILITY

5.1 Each party warrants that it has the right to enter into this agreement and to purchase/ provide the Service as contemplated by these T&C.
5.2 CostPocket warrants that it shall perform the Services with reasonable care and skill.
5.3 No conditions, warranties or other terms apply to the provision of the Services unless expressly described in the Agreement. No implied conditions, warranties or other terms apply (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description). CostPocket does not warrant that operation of the Services will be error-free or uninterrupted.
5.4 Nothing in these T&C limits or excludes either party's liability:

a. for death or personal injury caused by its negligence;
b. for fraudulent misrepresentation or for any other fraudulent act or omission;
c. to pay sums properly due and owing to the other in the normal course of performance of this agreement; or
d. for any other liability which may not lawfully be excluded or limited.

5.5 Subject to clause 5.4, CostPocket shall not be liable (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) for any: (a) loss of profit; (b) loss of sales, turnover, revenue or business; (c) loss of customers, contracts or opportunity; (d) loss of or damage to reputation or goodwill; (e) loss of anticipated savings; (f) loss of any information or data; (g) loss or waste of management or other staff time; or (h) indirect, consequential or special loss arising out of or relating to these T&C.
5.6 Subject to clauses 5.4 and 5.5, CostPocket’s total liability arising out of or relating to Services (whether from breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall be limited 100% (one hundred per cent) of the fees paid by the Client for the Services in the calendar year preceding the liability event.
5.7 The Client is fully liable for the breach of these T&C, applicable laws or regulations and must stop any such breach immediately. The Client shall hold harmless and indemnify CostPocket of any direct and/or indirect damage, loss of profit, loss of data, expense, etc which may occur due to Client’s breach of these T&C, unlawful behavior and/ or misconduct.
5.8 The Client is fully liable for the conduct of the Admin Users and Regular Uses who use the Services provided by CostPocket to the Client. For the avoidance of doubt, the liability of the Client set out in Clause 5.7 of these T&C also extends to the (mis)conduct of the Admin Users and Regular Users.

6. TERM AND TERMINATION

6.1 These T&C are applicable on all Services provided by CostPocket and valid for any and all pre-contractual and contractual relationships between CostPocket and potential and actual Clients.
6.2 Either Party may terminate provision of Services by notifying the other Party thirty (30) days in advance.
6.3 Either Party may at any time terminate provision of Services with immediate effect if the other Party is in material breach of its obligations under these T&C.
6.4 Any of CostPocket property in the Client’s possession and any original documents or copies obtained by the Client in the course of providing the Services shall be returned to CostPocket at any time upon request and in any case upon termination of provision of Services.
6.5 Data contained in documents submitted by Client for digitisation purposes shall be kept, as CostPocket offers archiving services to the Client. In case the Client explicitly requests deletion of all data, CostPocket shall delete such data, except data which is required to be kept according to applicable law.

7. CONFIDENTIAL INFORMATION

7.1 "Confidential Information" means information that one party or its affiliate ("Disclosing Party") discloses to the other party ("Recipient") under these T&C and that is marked as confidential or would normally be considered confidential information under the circumstances. Client Data is Client’s Confidential Information. Confidential Information does not include information that is independently developed by the Recipient, is shared with the Recipient by a third party without confidentiality obligations, or is or becomes public through no fault of the recipient.
7.2 The Recipient will only use the Disclosing Party’s Confidential Information to exercise its rights and fulfill its obligations under the T&C and will use reasonable care to protect against the disclosure of the Disclosing Party’s Confidential Information. Notwithstanding the foregoing, the Recipient may disclose the Disclosing Party’s Confidential Information: (a) to its affiliates or delegates who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Clause; (b) with the Disclosing Party’s written consent; or (c) regardless of any other provision in the T&C, as strictly necessary to comply with an information disclosure request made under law, governmental regulation, court order, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process, provided the Recipient promptly notifies the Disclosing Party prior to such disclosure unless legally prohibited from doing so. The Recipient will comply with the Disclosing Party’s reasonable requests to oppose disclosure of its Confidential Information.
7.3 The confidentiality requirements also apply to the Admin and Regular Users of Services, employees of the Client and third-party service providers of the Client. The Client is jointly and severally liable with such persons in case of a breach of confidentiality.

8. DATA PROTECTION

8.1 Parties use such Personal Data only for the purposes and to the extent that is necessary for the purposes of execution of the Services under these T&C. The Parties are not allowed to disclose Personal Data to any third parties, unless it is necessary for the purposes of executing the Services under these T&C and/or the obligation of a Party to disclose arises from applicable law and/or if the other Party has explicitly consented to such disclosure.
8.2 CostPocket’s Privacy Policy applies on processing of data by CostPocket. The Privacy Policy is available here.

9. INTELLECTUAL PROPERTY

9.1 "Intellectual Property" means patents, patentable rights, copyright, design rights, utility models, trade marks (whether or not any of the above are registered), trade names, rights in domain names, rights in inventions, rights in data, database rights, rights in know-how and confidential information, and all other intellectual and industrial property and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action).
9.2 Nothing in this agreement shall cause the ownership of any Intellectual Property Rights belonging to one party to be transferred to the other.
9.3 CostPocket shall, as between the parties, remain the owner of all Intellectual Property Rights in CostPocket’s brands, trademarks and logos, CostPocket cloud environment and application, the Service (excluding data contained in documents submitted by Client for digitisation purposes), including any and all modifications, improvements, derivatives, and/or enhancements to any and all of the foregoing. Except as expressly permitted by this agreement, the Client may not use any of CostPocket’s Intellectual Property Rights without CostPocket’s prior written consent.
9.4 The Client shall promptly bring to the attention of CostPocket any improper or wrongful use of any Intellectual Property Rights of CostPocket which comes to the Client’s notice, and which related to acts or omissions of the Client and/or any third party acts on the Client’s behalf. The Client shall assist CostPocket in taking all reasonable steps to defend CostPocket’s Intellectual Property Rights, but not institute legal proceedings of its own accord.
9.5 Certain portions of the Services and software contained in CostPocket cloud environment and/or application may be subject to open source licences. Such open source software is not subject to these T&C, but it is made available under the terms and conditions of the terms that accompany such open source software. Such software is provided ‘as is’; and CostPocket does not give any warranty in respect of the same. Our software also integrates with publicly available data sources, such as Commercial Registers.
9.6 The Client and/or its licensors shall, as between the parties, remain the owner of all Intellectual Property Rights in the data contained in documents submitted by Client for digitisation purposes ("Client Data"). The Client grants CostPocket, free of charge, a royalty-free, worldwide, non-exclusive licence to use the Client Data only to such extent as is necessary to enable CostPocket to provide the Services and to perform its obligations under these T&C. By providing any data or information to CostPocket, Client hereby grants CostPocket a worldwide, non-exclusive, royalty-free, sub-licensable (only as part of the Services), commercial and transferable (only as part of the Services) license to use and modify a copy of the data and a right for CostPocket to share the data with third party service providers in any manner only in order to provide the Services and/or in accordance with the Privacy Policy.
9.7 The Client is granted a non-transferable, non-exclusive licence, for the term of this agreement, to access and use the CostPocket cloud environment, application and Services. The Client may not sub-license the right to access and/or use of the CostPocket cloud environment, application or the Services to any third party, except to Admin Users and Regular Users as designated according to Clauses 2.3 and 2.4 of these T&C, whereas Admin Users and Regular Users are entitled to use the CostPocket cloud environment, application and Services only to the extent permitted under these T&C. The Client is licensed to access and use CostPocket cloud environment, application and Services only to the extent permitted by the payment package chosen by the Client from the Price List and as described in these T&C. The Client may use the CostPocket cloud environment and application only for the purposes of receiving Services from CostPocket.
9.8 Except as expressly set out in this agreement, all rights in and to the Costpocket cloud environment, application and Services (excluding data contained in documents submitted by the Client for digitisation) and are reserved to CostPocket. In case the Client has a valid payment package, the Client is licensed to access and use CostPocket cloud environment, application and Services solely for its internal business purposes.
9.9 The Client shall not and shall not permit any Admin User or Regular User or other third party to do any of the following:

a. except as expressly permitted by these T&C, permit any third party to access or use of CostPocket cloud environment or application or the Service or use the same on behalf of any third party (which includes operating any form of facility on behalf of any third party or operating a software bureau or similar service);
b. copy, translate, modify, adapt or create derivative works from CostPocket cloud environment or application or the Services;
c. create Internet links to the Services or frame or mirror; any CostPocket content available on Costpocket cloud environment or application on any other server or wireless or Internet-based device;
d. attempt to discover or gain access to the source code for the software used by CostPocket on its cloud environment or application or when providing its Services or reverse engineer, modify, decrypt, extract, disassemble or decompile the software used by CostPocket on its cloud environment or application or in the course of providing its Services (except strictly to the extent that the Client is permitted to do so under applicable law in circumstances under which CostPocket is not lawfully entitled to restrict or prevent the same), including in order to:

i. build a competitive product or service;
ii. build a product using similar ideas, features, functions or graphics of the Service; or
iii. copy any ideas, features, functions or graphics of the Service;

e. employ any hardware, software, device or technique to pool connections or reduce the number of devices or users that directly access or use the Costpocket cloud environment or application and/or the Services (sometimes referred to as virtualisation, multiplexing; or pooling) in order to circumvent any restrictions on scope of authorised use contained in this agreement;
f. obscure, amend or remove any copyright notice, trade mark or other proprietary marking on, or visible during the operation or use of Costpocket cloud environment, application or the Services;
g. attempt to gain unauthorised access to or interfere with the proper working of CostPocket cloud environment, application or the Service and, in particular, must not attempt to circumvent security, licence control or other protection mechanisms, or tamper with, hack into or otherwise disrupt CostPocket cloud environment, application or the Services or any associated cloud environment, computer system, server, router or any other internet- connected device;
h. provide false identity information to gain access to or use the Services;
i. forge headers or otherwise manipulate identifiers in order to disguise the origin of any data provided to Client for transmission through the Services; or
j. use CostPocket cloud environment, application or the Services to:

i. upload, store, post, transmit, distribute, link to or otherwise make available, or advertise or promote any content that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, abusive, harassing, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), liable to cause anxiety, alarm or embarrassment, knowingly false or misleading, or that does not comply with all applicable laws and regulations or is otherwise objectionable or prohibited as set out in any acceptable use policy published online through the Service, as updated by CostPocket from time to time;
ii. impersonate any person or entity or otherwise misrepresent the Client’s relationship with any person or entity;
iii. engage in any fraudulent activity or further any fraudulent purpose;
iv. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organisation(s) designated by the European Union as a foreign terrorist organisation;
v. stalk; or otherwise harass another person or collect or store unauthorised personal data in relation to any individual;
vi. transmit or distribute any virus and/or other code that has contaminating or destructive elements; and/or
vi. otherwise engage in any unlawful activity.

9.10 10.10. The Client understands that CostPocket cloud environment, application and/ or the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by CostPocket and/or content providers (and other third party providers) who provide content to the CostPocket cloud environment, application and/or the Services. The Client may not attempt to override or circumvent any of the usage rules embedded into the Services. Any unauthorised reproduction, publication, further distribution or public exhibition of the content displayed or embedded in CostPocket cloud environment or application, in whole or in part, is strictly prohibited.
10. FORCE MAJEURE

10.1 Neither party will be liable to the other for any failure or delay in performing its obligations under this agreement which arises because of any circumstances which it cannot reasonably be expected to control (which shall include explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes, strikes, lock-outs or other industrial actions or trade disputes (whether involving personnel of CostPocket or a third party), or interruption or failure of the Internet or of any network, telecommunications, power supply or infrastructure). Under no cases shall force majeure excuse shortage or lack of available funds on the Client's part. A party is entitled to use the force majeure provision, provided that it:

a. notifies the other party in writing as soon as reasonably practicable about the nature and extent of the circumstances and likely effects;
b. uses reasonable efforts to mitigate the effects of the circumstances so as to minimise or avoid any adverse impact on the other; and
c. uses reasonable efforts to resume performance as soon as reasonably practicable

11. FINAL CLAUSES

11.1 Any amendments to these T&C are valid only if made in writing
11.2 Any notice which may be given by a Party under these T&C shall be deemed to have been duly delivered if delivered by directly by hand, registered mail or e-mail to the address of the other Party as specified in these T&C or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by:

tracked post;
by hand, on the date of such delivery or transmission; and;
e-mail, when the Party sending such communication receives confirmation of such delivery by e-mail.

11.3 These T&C constitutes the full and entire understanding and agreement between the Parties regarding the subject hereof and supersedes any agreement or understanding between the Parties prior to receipt of these T&C by the Client.
11.4 If any provision of these T&C is held to be invalid or unenforceable, all other provisions will remain in full force and effect and will not in any way be impaired. The Parties agree to replace the invalid or unenforceable provision by a valid or enforceable provision, which shall best reflect the Parties’ original intention and shall to the maximum extent possible to achieve the same economic result.
11.5 Neither Party shall assign or transfer all or any part of its rights under these T&C without the consent of the other Party.

12. GOVERNING LAW AND JURISDICTION

12.1 This Agreement shall be governed by and construed in accordance with the laws of the Estonia.
12.2 Any disputes resulting from this Agreement will be resolved in Harju County Court in Estonia as the court of first instance.