Bidrento Terms and Conditions

Terms and Conditions

1. Definitions
   • Account – the central means of access to the Services either via the Bidrento website or the Bidrento app.
   • Agreement – the legally binding agreement between the User and Bidrento consisting of these terms and the Privacy Policy.
   • Bidrento – Bidrent OÜ, registry code 14446981, address Pärnu mnt 105, Tallinn, 10312.
   • Bidrento Long-Term – the long-term rental management software and the mobile app related to it, provided by Bidrento, usable by lessors and lessees (including rental property managers) and maintenance service providers (for example such as cleaning, plumbing, electrical work, etc.), available at https://pro.bidrento.com/.
   • Bidrento Short-Term – the short-term rental management software, provided by Bidrento, usable by lessors and lessees for short-term renting of assets, available at https://hotel.bidrento.com/.
   • Client – a person subscribed to the Services and outsourcing information technology services from Bidrento.
   • End User – an individual user that uses certain functionalities related to the Services (such as using the app or website) in connection with the services provided by the Client.
   • Services – refers to Bidrento Long-term and Bidrento Short-Term together. Referral is made individually to Bidrento Long-term or Bidrento Short-Term as necessary.
   • Terms – all of the terms and conditions contained herein, the Privacy Policy, all other operating rules, policies, established good practice, guidelines, and procedures that may be published from time to time by Bidrento or otherwise made available on or through the Services.
2. Conditions of Use
   • By registering as a Client of the Services, you accept these Terms. If you do not accept these Terms, you are not entitled to use the Services.
   • Subject to all limitations and restrictions contained herein, Bidrento grants the Client a non-exclusive and non-transferable subscription right to access and use the applicable Services as hosted by Bidrento in accordance with the Agreement. The Client may choose to engage with Services of their choice (either Bidrento Long-term or Bidrento Short-Term).
   • The Client understands and agrees that Bidrento uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.
   • The Client may not sell, modify, re-use, re-sell, distribute, reproduce, or make any other use of the Services unless otherwise agreed upon between the Parties.
   • The Client may not reverse engineer, decompile, or disassemble the Services or modify another website so as to falsely imply that it is associated with the Services.
   • No ownership or exclusive copyrights to the Services are granted to the Client through the Client’s use of the Services.
   • The Client grants Bidrento the right to display the Client’s name and/or trademark in Bidrento’s sale and marketing materials.
   • The Client understands that Bidrento reserves the right to suspend the Client’s access to the Services if the Client is in delay with payment of an invoice for more than 30 (thirty) calendar days.
   • The Client understands that Bidrento reserves the right to not enter into an agreement or to suspend or terminate both the Agreement and the Client’s access to the Services, if the Client uses Bidrento’s products on websites or via other technical measures which Bidrento considers to be illegal, against good practice.
3. Account
   • The Client shall retain ultimate administrative control over their Account.
   • The Client is responsible for keeping the Account secure while using the Services. The Client is responsible for all data uploaded and all activity that occurs under the Account. The Client is responsible for maintaining the security of the Account and its password. Bidrento cannot and will not be liable for any loss or damage from the Client’s failure to comply with this obligation. The Client will promptly notify Bidrento if it becomes aware of any unauthorised use of, or access to, the Services through the Account, including any unauthorised use of the password or the Account.
4. Confidentiality
   • The parties shall maintain and keep confidential and shall not disclose directly or indirectly to any third party the other party’s Confidential Information (as defined below) and shall prevent the third parties’ access to such information (hereinafter Confidentiality Obligation). The Confidentiality Obligation includes the prohibition to use confidential information for any other purposes than the provision and receipt of the Services. The Confidential Information shall mean all information (including oral and visual information, information recorded in writing or electronically, or in any other medium or by any other method) related to a party or to a Bidrento belonging to the same group with that party (hereinafter a party and companies belonging to the same group Group Company), inter alia, including:
     • the Agreement and any other internal regulations and/or documents of any of the Group Companies.
     • all the data and documentation related to the businesses and clients of the Group Company, including client information and databases, financial information, any information about the methods of cost estimation, volumes of any of the Group Company’s purchase or sales activities, market shares, business partners, marketing plans, cost and price structuring, sales strategies, development of the Services, information about commercial and other agreements (including the economic situation, accounting information, structure, internal administration and data about the shareholders), information affecting the work of management bodies, business plans, budgets, etc.;
     • IT systems and software belonging to or licensed by the Group Companies; usernames and passwords issued or generated for the use of such IT systems or software;
     • any other information about the business activities of the Group Companies, the disclosure of which may affect any of the Group Companies in a negative manner or any information which a party might reasonably expect that a Group Company would regard as confidential.
   • In case of any reasonable doubt, whether the particular information shall be treated as confidential and whether and to what extent it might be disclosed to third parties, the parties shall consider such information as Confidential Information.
   • The relevant Group Company remains the owner of the Confidential Information, regardless of any disclosure of the same. A disclosing party may at any time request that the receiving party returns any media containing Confidential Information.
   • The Confidentiality Obligation shall remain effective for an indefinite term after the termination of the Agreement due to whatever reason.
5. Intellectual Property rights
   • The Services provided by Bidrento under this agreement, including all associated documentation, code, algorithms, designs, databases, and any other related materials, is and shall remain the exclusive property of Bidrento. The Client acknowledges that no transfer of intellectual property rights is granted under this Agreement.
   • Client hereby grants Bidrento a non-exclusive, non-transferable, revocable license to use copyright protected content (including images, videos, trademarks, and text) uploaded to the Services. The term of the license is limited to the duration of the Agreement.
   • The Client shall not, directly or indirectly, (a) modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services; (b) copy, reproduce, distribute, sublicense, or transfer any rights in the Services to any third party; (c) remove, alter, or obscure any proprietary notices or labels on the Services; (d) use the Services in any manner that infringes upon Bidrento’s intellectual property rights.
6. Payment
   • The fee for using the Services is published in the price list posted on Bidrento’s website. The parties may agree on the fee in a separate agreement in writing or in a form reproducible in writing. Bidrento may change the price list by notifying the Client 60 calendar days in advance.
   • The Client pays a fee for using the Services once per calendar month. The payment term is 7 calendar days for each invoice, unless otherwise agreed upon by the Parties. The Client agrees to pay Bidrento a late payment fee for undue delay of payment, calculated per each day that the Client is in delay, the daily amount constituting 0.1 % of the principal debt.
   • Recurring and periodic prepayment invoices will be issued to the Client. Billing cycles are determined either monthly or annually, depending on the package selected by the Client. The fee paid for the service will not be refunded, including if the Client cancels the agreement before the end of the billing cycle.
7. Disclaimer of Warranties
   • Bidrento aims to provide the Client with the best quality and security of the Services, but cannot guarantee that the Services will be uninterrupted, timely or error-free at all times.
   • Bidrento provides the Services on an “as is” and “as available” basis, without warranty of any kind. Without limiting this, Bidrento expressly disclaims all warranties, whether express, implied or statutory, regarding the Services, including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
8. Limitation of Liability
   • All claims related to the performance of the Agreement must be submitted to the other party without undue delay in a format that can be reproduced in writing.
   • A party has the right to demand compensation from the other party for damages caused by breach or non-performance of their obligations under the Agreement, unless these Terms provide otherwise or unless the parties have explicitly agreed otherwise in a format that can be reproduced in writing.
   • The Client understands and agrees that Bidrento will not be liable to the Client or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from:
     • the accuracy of the information provided to the Services by the Client;
     • the Client’s use or inability to use the Services;
     • any modification, price change, suspension, or discontinuance of the Services;
     • the Services generally or the software or systems that make the Services available;
     • unauthorised access to or alterations of the Client’s transmissions or data;
     • the Client’s solvency, performance, and payment discipline in performing lease agreements;
     • damages arising in the course of non-performance of lease agreements;
     • any other matter relating to the Services.
   • Bidrento’s liability is limited whether or not Bidrento has been informed of the possibility of such damages, even if a remedy set forth in the Agreement is found to have failed its essential purpose. Bidrento will have no liability for any failure or delay due to matters beyond Bidrento’s reasonable control. However, the maximum liability of Bidrento is limited to the amount that is equal to the amount the User paid to Bidrento in the course of the previous three months from the occurrence of the event that resulted in Bidrento’s liability, or 200 EUR, whichever sum of these is smallest.
   • The parties shall not be liable for breach or non-performance of their obligations under the Agreement if it has been caused by force majeure. If the effect of force majeure is temporary, non-performance is excused only for the period during which force majeure impeded the performance of the obligation. Force majeure events are unforeseeable circumstances which the party, who has violated the obligation, is unable to control and the prevention of which by the same cannot be expected proceeding from the principle of reasonableness. Examples of force majeure include but are not limited to severe acts of nature, war, riot, acts of terrorism, the activities of public authorities (e.g. the state, local government) and other circumstances independent of the parties (e.g. strike, the general failure of the computer system, failure of communications lines or power failure, denial-of-service attack).
9. Release and Indemnification
   • The Client indemnifies, defends, and holds Bidrento harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of the User’s use of the Services, including but not limited to the Client’s violation of the Agreement, provided that Bidrento (1) promptly gives the Client written notice of the claim, demand, suit or proceeding; (2) gives the Client sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that the Client may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Bidrento of all liability); and (3) provides to the Client all reasonable assistance, at the Client’s expense.
10. Term and termination
    • This Agreement is concluded for an indefinite period. Either party may terminate the Agreement by giving 90 calendar days’ notice.
    • Bidrento is entitled to terminate the Agreement without prior notice in cases where the Client breaches this Agreement, any applicable laws or regulations, or harms Bidrento’s brand, reputation or business.
    • Termination of the Agreement does not release the parties from their outstanding obligations arising from the Agreement and does not affect the rights or remedies of a party arising out of breach of the Agreement.
11. Miscellaneous
    • The Agreement between the Client and Bidrento and any access to or use of the Services is governed by the laws of the Republic of Estonia, except for the conflict of laws rule. All disputes arising from the Agreement or the use of the Services shall be settled via negotiations. If an amicable settlement cannot be reached, the dispute shall be finally settled in accordance with the laws of the Republic of Estonia, in Harju County Court in Tallinn.
    • The Client may not assign or delegate any rights or obligations under the Agreement without Bidrento’s prior written consent, and any unauthorised assignment and delegation by the Client is void.
    • All provisions of the Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, confidentiality obligations, warranty disclaimers, indemnity and limitations of liability.
    • Bidrento communicates with the Client in an electronic form via the contact person and/or email address the User has submitted. Urgent informational messages may be communicated by phone but shall be repeated via email latest on the next working day. The Client agrees that all agreements, notices, disclosures, and other communications that Bidrento provides to the Client electronically satisfy any legal requirement that those communications would satisfy if they were on paper. The Client undertakes to notify Bidrento immediately of a change in the submitted contact details.
    • If any provision of the Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Any failure on the part of Bidrento to enforce any provision of the Agreement will not be considered a waiver of Bidrento’s right to enforce such provision.
12. Changes to these Terms
    • Bidrento reserves the right, at its sole discretion, to amend these Terms at any time and will update these Terms in the event of any such amendments. Bidrento will notify the Client of minor changes to the Terms at least 30 calendar days prior to the change taking effect by notifying the Client via email. For material modifications, the parties shall enter into negotiations. For the avoidance of doubt, the modifications to the functionality of the Services will not be deemed as material changes.

Data Processing Agreement

• This Section applies to the extent where the Client provides Bidrento personal data as defined in the EU General Data Protection Regulation (EU) 2016/679 (GDPR) and the applicable national laws (hereinafter Data Protection Laws).
• Personal data as per Data Protection Laws is all data collected and created within the Services, directly or indirectly related to a specific natural person. The scope of the data to be collected depends on the decision of the Client, who determines what data they wish to collect from the End User. Possible data fields are visible on the interface for the Services. Bidrento provides the Services for data processing and data management, but does not specify the extent of the data gathered.
• Bidrento provides the Client with add-on functionalities within the Services that enable the processing end-users’ personal data. The Client can determine which add-on functionalities to utilize. The Client agrees that within using add-on functionalities, they process personal data at their own volition and risk, and are responsible for processing personal data lawfully.
• The Client is the controller of personal data in accordance with this Agreement, whereas Bidrento is the processor of personal data. The Client hereby authorizes Bidrento to process personal data on behalf of the Client in accordance with the provision of Services.
• Bidrento processes the following personal data on behalf of the Client while providing the Services:

• The Client undertakes to:
  • keep the personal data received through the Services confidential and not copy or otherwise reproduce it;
  • ensure that it has a legal basis and rights for processing personal data entered within using the Services;
  • ensure that individuals are informed and transparent about the details and technical means of processing their personal data, and the use of processors and sub-processors, in accordance with data protection regulations.
• Bidrento undertakes to:
  • process personal data only for the purposes, composition and extent necessary for the provision of Services, support and platform development, and to avoid processing personal data for other purposes not related to the above;
  • implement appropriate organisational and technical security measures to prevent unauthorised access, damage, erasure or processing of personal data;
  • ensure the confidentiality of personal data processed in the Services. Bidrento keeps personal data confidential and ensures that all persons authorized to process personal data (including Bidrento employees and representatives) are informed of the confidential nature of the data and have undertaken a confidentiality obligation or are subject to an appropriate legal obligation of confidentiality;
  • ensure that personal data protection and information security measures equivalent to those set forth in this Agreement are applied to its sub-processors through contractual agreements as such sub-processors are used to provide the Services;
  • obtain the prior written consent from the Client for the involvement of infrastructure providers included in the base functionality of the Services. No separate written consent is required for those infrastructure providers who are involved in the data processing at the time of the Client’s acceptance of the Terms. The list of infrastructure providers involved in the base functionality is as follows:

The full list of infrastructure providers is available under account management in the interface of the Services. The Client agrees that upon choosing to utilize additional infrastructure providers, they are responsible for ensuring the lawful basis of processing, including, but not limited to obtaining the consent of the End User for processing their data;

• not to transfer personal data outside the territory of the EEA without a sufficient legal basis (such as standard data protection contract terms or SCC; EU-US Data Privacy Framework or DPF);
• inform the Client if they receive a request from an End User regarding their personal data. Bidrento does not respond to an End User’s request without the Client’s prior written consent. Considering the nature of the processing, Bidrento assists the Client as far as possible with appropriate technical and organisational measures to fulfil the Client’s obligation to respond to the End User;
• notify the Client if they receive a request from a supervisory authority or government agency (e.g. the Data Protection Inspectorate) or another third party regarding personal data processed on the Services. Bidrento does not disclose personal data or other information about the processing of personal data without the prior written consent of the Client, unless Bidrento is obliged to disclose such data in accordance with European Union or national legislation. In the latter case, Bidrento shall immediately notify the Client of the application to the extent permitted by law;
• notify the Client without undue delay by email after becoming aware of a personal data breach and reasonably cooperate with the Client in case of a personal data breach (including preparing a notification to the supervisory authority). In the event of a personal data breach, Bidrento will respond as soon as possible in order to prevent further damage and mitigate the effects of the case. In the notice, Bidrento shall provide the Client with all information necessary for the Client to comply with its notification obligation in accordance with the applicable data protection legislation (Article 33 of the GDPR) and to eliminate and mitigate the effects of the personal data breach;

• Data shall be processed anonymously for research, product development or statistical purposes. Data analysis is completely anonymous (data cannot be linked to any specific natural person) and such processing is not subject to personal data protection (including GDPR) provisions.
• Contractual liability is governed by the provisions of the “Liability” clause, which are not separately regulated in the “Personal Data Protection” clause.
• Bidrento shall only be liable for damages caused in the processing of personal data if it has not complied with the requirements of this Agreement or if it has acted in violation of the laws.
• Bidrento shall not be liable for breach of contract if it proves that it is in no way liable for the event giving rise to the damage.
• If the Client or Bidrento has fully compensated the damage caused to the aggrieved person, the respective party who has been fully compensated the damage has the right to recover from the non-compensated party the part of the compensation corresponding to the amount of the damage for which the non-compensated party is liable.
• Upon termination of the Agreement or reasonable request of the Client, Bidrento and its sub-processors will return or delete all personal data related to the End User. The data retention deadlines are provided above. The Client decides on whether to return or delete data.
• Bidrento does not undertake to comply with the requirement to return or delete personal data if it is prohibited by law. In such a case, Bidrento undertakes to maintain the confidentiality of the Client’s or End User’s personal data and to return or delete them after fulfilling the obligation arising from law.

End User Terms for Bidrento Tenant Application

Acceptance of Terms: By accessing or using the Bidrento Tenant Application (“Application”), you (“End-User”) agree to these End-User Terms. If you do not agree to these terms, do not use the Application.

License: Subject to these End-User Terms, the Application provider grants you a personal, non-transferable, and non-exclusive license to use the Application for personal and non-commercial purposes.

No Charges for Application Use & Asset Rent Fees: The Application is made available to End-Users at no charge. However, while the Application itself is provided free of charge, the End-User shall pay any fees associated with asset rentals in accordance with agreed-upon conditions with the lessor. It is the responsibility of the End-User to familiarize themselves with and accept the terms and conditions provided by the lessor before renting any assets through the Application.

Restrictions: The End-User may not reverse engineer, decompile, or disassemble the Application. The End-User may not rent, lease, loan, resell, or distribute the Application or create derivative works based on the Application.

Updates: The Application provider may periodically release updates or modifications to the Application. While not mandatory, it’s recommended for End-Users to update to the latest version to ensure optimal functionality and security.

Privacy: Any personal data provided or collected through the Application will be handled in accordance with the Application’s Privacy Notice. Users are encouraged to review the Privacy Notice, which will be made available within the Application.

Disclaimer: The Application is provided “as-is” without warranties of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

Limitation of Liability: To the maximum extent permitted by law, the Application provider shall not be liable for any indirect, incidental, or consequential damages, including, but not limited to any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from:

the accuracy of the information provided to the Application;

the End-User’s use or inability to use the Application;

any modification, price change, suspension, or discontinuance of the Application;

the Application generally or the software or systems that make the Application available;

unauthorised access to or alterations of the End User’s transmissions or data;

the End-User’s solvency, performance, and payment discipline in performing lease agreements;

damages arising in the course of non-performance of lease agreements;

any other matter relating to the Application.

However, the maximum liability of the Application provider is limited to 20 EUR.

Termination: The Application provider reserves the right to terminate or suspend access to the Application for users who violate these End-User Terms.

Amendments: The Application provider may modify these End-User Terms at any time. Changes will be communicated within the Application. Continued use of the Application after such changes constitutes acceptance of the new terms.

Governing Law: These End-User Terms are governed by the laws of the Republic of Estonia. Any disputes arising from these terms shall be resolved in Harju County Court in Tallinn.

Current as of July 2, 2024