1. Terms and Conditions
Welcome to Data Terns and our website at www.dataterns.com (our “Platform”). Our Platform is an online marketplace for international and local NGO to exchange data. These Terms and Conditions (the “Terms”) constitute a legal agreement between you and Data Terns of 12 Ahtri, Tallinn, 10151, Estonia, (hereinafter "us" or "we"), governing the use of our Platform and our Services.
The use of our platform is governed exclusively by these Terms, unless otherwise contractually agreed in individual cases. Any deviating terms and conditions of the users are expressly rejected.
The legal relationships between Buyers and Sellers are governed by the separate contracts to be concluded between them.
These Terms and Conditions were last updated on Saturday, 14 January 2023
2. Our services
2.1. We provide the technological requirements for the use of our platform in accordance with the following provisions and to the extent described therein.
2.2. We provide users with an account.
2.3. We carry out public relations work for the platform. The type and scope of public relations for our platform and/or the projects are at our discretion.
2.4. You communicate with our platform through independent online access, for example via a web browser.
2.5. Subject to you agreeing to abide by these Terms, we hereby grant to you a revocable, non-exclusive and non-transferable license to use our Platform on these Terms.
2.6. By registering for an Account, which involves providing us with certain mandatory and voluntary information as required for a successful registration and using our Platform, you agree and acknowledge that:
2.6.1. you have read the terms set out in these Terms and agree to be bound by and comply with them; and
2.6.2. you shall ensure that all Buyers of your Account abide by these Terms.
2.7. You are responsible for maintaining the confidentiality of your Account and you are responsible for all activities that occur under your Account. You agree that all actions carried out by any person through your Account shall be deemed to be an act carried out by you, and you shall ensure that all persons who have access to and use your Account are authorised to do so. We are not responsible for any loss, damage or liabilities arising as a result of or in connection with the wrongful, fraudulent or illegal use of your Account.
2.8. We reserve the right to, without any notice, explanation or liability and in our sole discretion, refuse to allow you or suspend your access to our Platform or your Account at any time, or remove or edit content on our Platform.
2.9. We reserve the right to change, modify, suspend or discontinue any portion of the Services, our Platform or any services provided by us in connection with any of the foregoing at any time. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.
2.10. Supplemental Terms of Service or documents that may be posted on the Platform from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason.
2.11. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised terms and conditions by your continued use of the Platform after the date such revised terms and conditions are posted.
3. Your relationship with Data Terns
3.1. Data Terns does not offer the services and merely provides the technical and organizational infrastructure to ensure the proper conduct of transactions on the Platform.
3.2. Data Terns does not itself become a contracting party to the contracts concluded exclusively between the Users.
3.3. Users themselves are responsible for compliance with legal requirements and the assertion of claims arising from the contracts they have concluded. In particular, Data Terns does not guarantee:
3.3.1. the accuracy and completeness of the statements and declarations made in relation to the Services offered,
3.3.2. the Services offered as such; and
3.3.3. the conduct and performance of the relevant Buyer/Seller, respectively.
3.4. Users are required to comply with applicable laws when using the Platform and Service.
3.5. It is each Sellers own responsibility to ensure that their offers are lawful and do not infringe the rights of third parties.
3.6. The content published on Data Terns by the respective Users is generally not reviewed by Data Terns and does not represent the opinion of Data Terns.
3.7. Data Terns is entitled to check the personal details of the Sellers by means of suitable official documents in order to confirm the correctness of the data entered.
3.8. Data Terns can only perform a limited review of the Documentation and Qualifications provided by Sellers. Therefore, no guarantee can be given for the accuracy of the Services provided by the respective Sellers.
3.9. Data Terns is not a mediator or arbitrator but offers limited dispute resolution services if service was not as described or Seller is not responding whether trough electronic means or customer support. Any such decision made shall be binding on both parties.
3.10. Subject to the forgoing, the service for Buyers is limited to giving them the opportunity to get to know Sellers and the service for Sellers, is limited to giving them the opportunity to create a profile, through which other Users are encouraged to contact them, at their own initiative. Data Terns does not guarantee that Users will find suitable Sellers or that Sellers will find suitable Users.
3.11. Data Terns assumes no liability for the content that Sellers provide, nor the ability to fulfil the requirements for a by the Sellers advertised service or also any information provided by the Sellers.
3.12. Data Terns has no influence on the offers made by Sellers.
3.13. Data Terns reserves the right to delete the Sellers’ profile in the case of false information and gross violations of these Terms without prior notification or naming of reasons. In the case of gross deception, falsification of documents or other willful misrepresentation, Data Terns will take appropriate action, including legal action.
4. Prices and Payment
4.1. The prices stated for the respective services by Sellers shall apply at the time the order is placed.
4.2. The prices shown on the Platform are final and include the statutory value added tax, insofar as this is applicable to the respective service and a Service Charge of 20%.
4.3. The applicable prices are shown in the respective service description. The Buyer undertakes to pay this price. Payment is due upon ordering the service or product.
4.4. Prices and methods of payments are published on the Platform, the content of which is included in these Terms by reference.
4.5. Payment is considered to be completed when the money is credited to Data Terns’ account or a third party, collecting fees on behalf of Sellers.
4.6. The Buyer is solely responsible for ensuring that the payment made is correct and abiding by any taxes applicable in their own country of residence.
4.7. The Buyer is solely responsible for paying for third-party services (such as services communications, Internet, etc.) required to receive services.
4.8. Payments services of Data Terns are processed by a payment service provider acting on the basis of an agreement with Data Terns. All rights and obligations arising in relation to the payment process are directly between the payment service provider and the Buyer.
4.9. Data Terns does not process or have access to any of the Buyer’s personal payment or bank details provided in connection with the settlement of payments.
4.10. Data Terns does not store the details of bank cards on their resources, including servers, cloud storage, etc.
4.11. In the event of default in payment, Data Terns may suspend the continuation of all current orders, irrespective of the exercise of other rights.
5. Seller Renumeration and Pay-out
5.1. When providing content available for purchase on Data Terns, the Seller will be required to select a price for the content.
5.2. When a Buyer purchases content, Data Terns calculates the gross amount of the sale as the amount actually received by Data Terns from the Buyer. From this, Data Terns will subtract any Transaction Taxes and a 20% service and processing fee, and any amounts paid to third parties in connection with the content to calculate the net amount of the sale.
5.3. Data Terns reserves the right to change the in 4. 2 described service and processing fee at any time.
5.4. Data Terns is not responsible for currency conversion fees, wiring fees, or any other processing fees that you may incur. Your revenue report will show the sales price and your converted revenue amount.
5.5. Data Terns and the Seller each expressly agree and understand that they are creating an independent contractor relationship, and that the Seller shall not be considered an employee of Data Terns for any purpose. The Seller is not entitled to receive or participate in any medical, retirement, vacation, paid or unpaid leave, or other benefits provided by Data Terns to its employees.
5.6. All funds eligible for Withdrawal will be held on your behalf at an account with Data Terns’ Payment Services Provider. All payment services, including withdrawal services, will be provided by Data Terns’ Payment Services Provider.
5.7. The Seller`s Data Terns profile can be associated with only one account from each Data Terns withdrawal method. A Payment Service Provider withdrawal account can be associated with only one Data Terns profile.
5.8. For security concerns, Data Terns may temporarily disable a Seller’s ability to withdraw revenue to prevent fraudulent or illicit activity. This may come as a result of security issues, improper behavior reported by other Users, or associating multiple Data Terns accounts to a single withdrawal provider.
6. User Representations
6.1. By using the Platform, you represent and warrant that:
6.1.1. all registration information you submit will be true, accurate, current, and complete;
6.1.2. you will maintain the accuracy of such information and promptly update such registration information as necessary;
6.1.3. you have the legal capacity, and you agree to comply with these Terms;
6.1.4. you will not access the Platform through automated or non-human means, whether through a bot, script, or otherwise;
6.1.5. you will not use the Platform for any illegal or unauthorized purpose;
6.1.6. your use of the Platform will not violate any applicable law or regulation.
6.2. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof).
7. No reliance on information
7.1. Commentary and other materials posted on our Platform are not intended to amount to advice on which reliance should be placed; they are there for guidance purposes only.
7.2. Data Terns makes no representations, warranties or guarantees, whether express or implied, that the content on the Platform is accurate, complete or up to date.
8. Technical requirements and responsibility
8.1. Users are responsible for ensuring that the technical requirements for access to and use of the respective services are met.
8.2. This applies in particular to the hardware and operating system software used, the connection to the Internet, the firewall settings (if any) and the current browser software. The User shall carry out necessary and reasonable adjustment measures himself/herself and shall bear the costs for the Internet connection in order to be able to access the services.
8.3. Data Terns does not guarantee that the services offered can actually be used with the User's device.
9. Uploading content to our Platform
9.1. You irrevocably and unconditionally represent and warrant that any of your content uploaded to our Platform complies with our Privacy Policy and the PDPA/GDPR and any other applicable laws.
9.2. You are fully responsible for your content uploaded to our Platform. We will not be responsible, or liable to any third party, for:
9.2.1. the content or accuracy of any content or data uploaded by you, by us on your behalf, or any other User of our Platform; or
9.2.2. the loss of any content or data (whether in physical or digital form) provided to us by you. You should keep a record of all such content and data.
9.3. We will only use the content uploaded by you for the purposes of providing the Services, carrying out our obligations in this Agreement and any other purpose expressly set out in this Agreement or otherwise agreed between us. We will not otherwise disclose or distribute the content uploaded by you, save for when required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.4. We may use the content uploaded by you for the purpose of data analytics or to implement artificial intelligence or machine learning. Any such content shall be anonymised and used only for the purposes of improving the Services and our response to Users of the Platform.
9.5. We have the right to disclose your identity to any third party claiming that any content posted or uploaded by you to our Platform constitutes a violation of their rights under applicable law.
9.6. By posting your Contributions to any part of the Platform, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image, and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorise sub-licenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
10. Intellectual Property Rights
10.1. You acknowledge that all intellectual property rights in our Platform anywhere in the world belong to us, that rights in our Platform are licensed (not sold) to you, and that you have no rights in, or to, our Platform other than the right to use them in accordance with these Terms.
10.2. You acknowledge that you have no right to have access to our Platform in source code form.
10.3. You must not modify the paper or digital copies of any materials you have printed off or downloaded from our Platform in any way, and you must not use any illustrations, photographs, sequences, or any graphics separately from any accompanying text.
10.4. You must not use any part of the content on our Platform for commercial purposes not specified on our Platform without obtaining a license to do so from us or our licensors.
11. Acceptable Use Policy
11.1. You may use our Platform only for lawful purposes.
11.2. You may not use our Platform:
11.2.1. in any way that breaches any applicable local or international laws or regulations;
11.2.2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
11.2.3. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out in our prevailing Terms of Service as amended from time to time; and
11.2.4. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar device code designed to adversely affect the operation of any device software or hardware.
12. Platform Management
We reserve the right, but not the obligation to:
12.1. monitor the Platform for violations of these Terms;
12.2. take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such User to law enforcement authorities;
12.3. in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof;
12.4. in our sole discretion and without limitation, notice, or liability, to remove from the Platform or otherwise disable all files and content that are excessive or are in any way burdensome to our systems;
12.5. otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform.
13. Availability of the Platform
13.1. Our Platform is provided “as is” and on an “as available” basis. We give no warranty that our Platform will be free of defects and / or faults. To the maximum extent permitted by the law we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality.
13.2. Data Terns accepts no liability for any disruption or non-availability of the Platform resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, power failure, natural events, acts of war or legal restrictions and censorship.
14. Corrections
There may be information on the Platform that contains typographical errors, inaccuracies, or omissions that may relate to the Platform, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platform at any time, without prior notice.
15. Privacy
15.1 For the purposes of applicable data protection legislation, Data Terns will process any personal data you have provided to us in accordance with our Privacy Policy available on the Data Terns Platform or on request from Data Terns.
15.2. You agree that if you have provided Data Terns with personal data relating to a third party:
15.2.1. you have in place all necessary appropriate consents and notices to enable lawful transfer such personal data to Data Terns and
15.2.2 that you have brought to the attention of any such third party the Privacy Notice available on the Data Terns’ Platform or otherwise provided a copy of it to the third party.
15.3. You agree to indemnify Data Terns in relation to all and any liabilities, penalties, fines, awards, or costs arising from your non-compliance with these requirements.
16. Term and Termination
16.1. These Terms shall remain in full force and effect while you use the Platform. Without limiting any other provision of these Terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Platform (including blocking certain IP addresses), to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms or of any applicable law or regulation. We may terminate your use or participation in the Platform or delete your account and any content or information that you posted at any time, without warning, in our sole discretion.
16.2. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.
16.3. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
17. Limitation of Liability
17.1. We are not liable for the completeness, accuracy or correctness of any information uploaded on our Platform and any Related Content. You expressly agree that your use of the Services and our Platform, including reliance on any Advice, is at your sole risk.
17.2. You agree not to use the Services, our Platform and the Related Content for any re-sale purposes, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the Services, our Platform or any other website or software) for:
17.2.1. loss of profits, sales, business, or revenue;
17.2.2. business interruption;
17.2.3. loss of anticipated savings;
17.2.4. loss or corruption of data or information;
17.2.5. loss of business opportunity, goodwill or reputation; or
17.2.6. any other indirect or consequential loss or damage.
17.3. Nothing in these Terms shall limit or exclude our liability for:
17.3.1. death or personal injury resulting from our negligence;
17.3.2. fraud; and/or
17.3.3. any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.
17.4. Our Platform is not intended to serve a record-keeping function and we shall not be liable for any loss of data or content.
17.5. These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services and our Platform. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Services and our Platform which might otherwise be implied into, or incorporated in, these Terms whether by statute or otherwise, is excluded to the fullest extent permitted by law.
18. No Waiver
In the event that any party to these Terms fails to exercise any right or remedy contained herein, this shall not be construed as a waiver of that right or remedy.
19. Previous Terms
In the event of any conflict between these Terms and any prior versions thereof, the provisions of these Terms shall prevail unless it is expressly stated otherwise.
20. Severance
If any of the provisions of this Agreement are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
21. Law and Jurisdiction
These Terms of Service and the relationship between you and Data Terns shall be governed by and construed in accordance with the Law of Estonia and Data Terns and you agree to submit to the exclusive jurisdiction of the Courts of Tallinn.