Terms of use

DOINN’S TERMS & CONDITIONS

 

This page establishes the terms and conditions for the https://doinn.co online intermediation platform and Software-as-a-Service use, Doinn S.A. and its Affiliates, including Doinn APAC (“Doinn” or “us”), with headquarters on Rua Tenente Valadim, no. 17, 2º F, 2560-275 Torres Vedras, Portugal and with the company identification number. 513533354.

 

DOINN AS AN INTERMEDIATION PLATFORM TERMS & CONDITIONS

(for Doinn’s Software-as-a-Service Terms & Conditions read from page 10 to page 16)

Doinn online intermediation platform is destined to be used by business users – regardless of them being service providers or service buyers such as property managers – acting for purposes within their businesses.

 

Scope

1.1. For the purpose of this document, the “Users” are natural and legal persons who have registered on the platform and, when applicable, whose registration has been confirmed by Doinn.

1.2. When accessing, browsing and using our platform, the User acknowledges that he/she has read and agreed to these Terms and Conditions and to Doinn Privacy Policy which are incorporated herein by reference and are available at http://doinn.co

1.3. Doinn retains the right to amend these Terms and Conditions, unilaterally, whenever it sees fit, either for legal or economic reasons. 

1.4. Any change to these Terms and Conditions does not affect the products or promotions agreed upon or ordered before the aforementioned changes

1.5. For the purposes of this document, the service providers (“Suppliers”) are those that are available on the platform. 

1.6. The Suppliers have a contractual relationship with the User who orders a service through the platform, and they assume all the responsibility for carrying out the services, including extra-contractual liability as defined in applicable laws.

 

The registration process

2.1. The mediation agreement between Doinn and the User is entered into by means of a User’s registration on the Doinn platform, followed up by an email confirmation sent by Doinn to the User

2.2. The User registration is required in order to use the Doinn platform, the registration is free and requires a prior acceptance of these General Terms and Conditions. The formalization of the agreement between Doinn and the User requires a confirmation email sent by Doinn to the User.

2.3. The registration should be made on behalf of individuals or legal entities. The registration on behalf of a legal entity (e.g. commercial companies, partnerships or institutions) must be performed by an individual empowered to do so.

2.4. The User shall provide and keep up-to-date all the data necessary for the Doinn platform registration, in a complete and correct way, namely, by registering his/her name, a valid e-mail address, the company name and the authorized representative name (if applicable). 

2.5. The User shall provide and keep up-to-date all the data necessary for the correct provision of the services, namely his properties – including the deactivation of any properties that are no longer in need of servicing and the deactivation of any redundant integrations – and the relevant circumstances concerning the services to be provided, including any changes to the schedule. 

2.6. By accepting the Terms and Conditions, the User also agrees to receive newsletters from Doinn and other similar information by email. The User may revoke his/her consent at any time and at no cost.

 

Doinn and Supplier’s Duties

3.1. The Doinn platform is an online intermediation platform where Users can purchase services from registered Suppliers. Doinn eases this process by implementing commercial strategies and technological features and tools as well as by providing customer support, online payments and invoice issuance, but it’s not a party to the service contracts promoted or mediated by Doinn.

3.2. The Supplier is responsible for ensuring the agreed services provision upon a User request, in accordance with the quality standards required for each market, being solely responsible to Doinn and to the User.

3.3. At the time of registration, Doinn requests relevant documents relating to company registration and insurance from the Supplier such as (but not limited to):

 3.3.1. Articles of Incorporation (if applicable), company registration number confirmation or employer identification number confirmation;

3.3.2. ID copy of the representative, executive and/or director of the Supplier;

3.3.3. Public liability insurance copy of the Supplier.

Personal data files such as the ID copy of the representative, is used solely for the purpose of validation and is not stored on the Doinn platform. 

3.4. Suppliers are assigned to the service on a permanent basis, unless the Supplier and/or User specifically requests to be dissociated from this specific contractual relationship, based on the following criteria:

3.4.1. Location of the property

3.4.2. Services requested for the property

3.4.3. Availability of the Supplier

3.4.4. Other criteria.

3.5. Doinn cannot ensure, due to the architecture of the platform, that the identity of the Suppliers is clearly visible prior to the purchase of the service by the User, however, it is visible in any communications between the Supplier and the User made via the Doinn platform and/or app, regarding the service ordered. 

 3.6. Doinn does not interfere with the acceptance or rejection of a service, this decision is exclusively done by the Supplier

3.7. The services are exclusively performed by registered Suppliers. Doinn is not a party to the service agreements between Users using the website.

 3.8. Doinn mediates to ensure that the cleaning service is provided under the agreed conditions, including Standard Operating Procedures as well as any generic or individual checklists provided via Doinn, and may apply measures of control and sanctions as seen in the Terms and Conditions.

 3.9. The Supplier is solely responsible for any damages that occur during a service provision or any delay therein. Any complaints must be made by the User within 48 hours of the carrying out of the service.

 3.10. Regarding the linen laundry service (for linen rental check the provisions of point 5 of these Terms & Conditions):

3.10.1. The User is responsible for providing the linen in good condition and for replacing it (e.g. as a consequence of a normal wear and tear or a damage of the linen by guests) in order to guarantee its good conditions.

3.10.2. The Supplier is responsible for any damage or loss of linen that occurs during or as a consequence of a laundry service provision. 

3.10.3. Suppliers as well as hosts are strongly advised to make the linen inventory at the beginning of the collaboration and repeat it periodically in order to ensure a higher level of control of the circulating linen. 

 3.11. The obligation to keep the apartment keys is the sole responsibility of the Supplier, being therefore responsible for the replacement or theft costs associated with the loss or damage thereof.

3.12. Suppliers are strongly advised to use all the tools that Doinn provides through its platform/app, on a daily basis, in order to ensure higher levels of quality and control and better communication with the User.

3.13. Measures of control and sanctions:

3.13.1 When services ordered by the User a) fail to be provided without any previous notice from the Supplier; b) are not provided according to the agreed conditions, including Standard Operating procedures and checklists; c) result in quality complaints from the guest, the Supplier will provide a new, corrective, service, free of charge.

3.13.2. Neither the Supplier, nor Doinn can be held liable for any additional costs or loss of income resulting from the quality complaint from the guest regarding the service (e.g. replacement accommodation costs or loss of income due to a canceled booking).

3.14. Doinn reserves the right to suspend or terminate a Supplier’s account if it does not comply with the tasks list, the specifications required by the Users or if it doesn’t provide the services with the quality required.

 

User Obligations, concerning the User account and the system integrity

4.1. The User is solely responsible for the purchases made on the platform through his/her platform account.

4.2. The User account is for the User’s own and exclusive use and he/she must keep his/her password confidential.

4.3. The User is responsible for all actions performed on his/her account.

4.4 The user is solely responsible for ensuring that the information supplied to the Doinn platform for their account is current and accurate. This includes but is not limited to: The Address, number of bedrooms, bathrooms, and any other information that pertains to or would impact the billing of services to suppliers.

4.5. In case the User becomes aware that a third party has accessed his/her data or account, he/she must immediately notify Doinn, so that Doinn can take the necessary action to clarify the situation and avoid damages arising from this, namely, the indefinite suspension of the User account or even its termination.

4.6. The User agrees to make the retroactive overtime payment, if the apartment is excessively dirty, if the cleaning team has to wait for the guests to leave, or if the guests arrive more than one hour after the scheduled time for the check-in/out. The Supplier shall inform the User through the Doinn platform, as soon as possible, which, in any case, may not exceed 48 hours following the occurrence thereof.

4.7. The User agrees to adapt his/her systems and programs for the use of the Doinn platform, providing security and integrity for the proper functioning of the Doinn platform.

4.8. The User undertakes to make available and in good preservation conditions in the apartments the following items, adequate and ready to be used by the Supplier’s teams:

• Mop and bucket
• Dishwashing soap
• Vacuum cleaner
• Chlorine-free detergent
• Bing bags

4.9. The User hereby undertakes not to enter into any contracts, directly or by means of any other entity or platform (other than Doinn or belonging to Doinn) with Doinn’s Suppliers for rendering the same services provided by or through Doinn or its platform.

 4.10. The User is hereby informed that the Supplier is fully responsible for the keys of the properties, including if they have delivered them to a Doinn employee. The Supplier is responsible for compensating the User for costs related to the loss or damage of keys.

 4.11. The file of any kind of information, sent or published by Doinn and required for legal purposes is the sole responsibility of the User.

 

Linen rental terms and conditions 

5.1. The User agrees to order and use at least one linen rental cleaning service per week per each bed (per each rented linen set), so that it can be replaced in order to guarantee its maintenance and replacement. 

5.2. The User acknowledges any rental linen(s) are to be laundered solely by the Linen Supplier and agrees not to wash and will take the necessary precautions to ensure that the linen is not washed by any third parties (e.g. guests).

 5.3. The User will be charged for lost or damaged items at a rate determined by the Supplier.

 5.4. Doinn reserves the right to suspend or exclude any User as a result of the Terms and Conditions breach or non-compliance with a legal provision or any other facts that may jeopardize the contractual relationship continuity.

 5.5. Doinn reserves, at any time, the right to assert its rights, interests and claims, by using the appropriate legal mechanisms.

 

Intellectual Property Rights

6. No transfer of ownership of any Intellectual Property right will occur under these Terms and conditions.

 

Management of Content and Rights

7. Content provided through and by Doinn is protected by copyright (reserved rights). The platform is usually accessible and can be accessed individually through a web browser. The use of technologies such as crawlers or similar programs, whose purpose is not only content indexing but also mass access is forbidden, as it is also not allowed to save platform content. This paragraph’s provisions also apply, in particular, to technologies that allow image capture during a call and other third-party services.

 

Site availability and amendments

8.1. Doinn does not guarantee that the platform is always available. However, it undertakes to do its best to keep the platform operational with as few interruptions as possible and commits to continue developing it. 

8.2. Doinn may temporarily restrict the platform used for reasons concerning security, integrity, capacity limits, or technical issues.

8.3. In case of a temporary unavailability of the platform/app or some of its features, Doinn may inform the Users and/or the Suppliers about this occurrence by email sent to the email address associated with the User’s / Supplier’s account. This email address is expected to be a working email and Users / Supplier’s are are responsible for becoming familiar with this communication.

 

Third-party site(s) liability 

9. The platform page may also include links to third-party websites, which contents are unknown to Doinn. Doinn provides these links on an as-is basis to facilitate access and is not responsible for their content, nor does a link imply endorsement of any views or opinions expressed on such websites.

 

Processing of Reservations and Payments

10.1. The default payment method on the platform is prepayment, which can be done using a credit or debit card through the Stripe platform or a PayPal account through the Braintree platform. Additionally, depending on the location where the services are provided by the Supplier, there is an option for post-payment, through the Stripe platform.

10.2. For prepayments, payments are made at the time of placing the order for  the service. By default, unpaid orders are invalid and are not processed.

10.3. The User can request to pay in post-payment charged during the first 5 days of the month following the period of billing, by direct debit. 

10.4. Doinn reserves the right to reject the request of post-payment with no additional explanation given to the User.

10.5. Doinn reserves the right to suspend the post-payment option previously authorized if there are any unpaid or rejected debits or payments. Any costs incurred due to unpaid or rejected debits will be passed on to the User. 

10.6. For post-payment by direct debit, the User authorizes Doinn, S.A. and its affiliated companies, to send instructions to the financial institution to take payments from the account indicated by the User in accordance with these Terms & Conditions and the amount billed for the services executed as stated on the User’s dashboard. Direct debits are processed through the SEPA direct debit – directly or through the Stripe Connect or GoCardless payment systems, depending on the location where the services are provided by the Supplier.

10.7. For failed post-payment transactions by direct debit, when the failure is caused by the circumstances under the responsibility of the User such as wrong banking data or insufficient funds, an additional administrative fee of 1% of the total value of the debit will be charged.

10.8. Regardless of the payment method, the User can cancel or change the date and/or the time of the service in the platform or add a new service at any given moment within the time period previously agreed with the Supplier the service will have pending status until the Supplier responds.  In case of prepayment, if the service is canceled, the User will receive a credit on the platform and can use it for the next purchase. In case of postpayment, any changes in services during the billing period will not create a credit. A credit will only appear if there is a cancellation in the already invoiced and charged period. In this case, the amount will be deducted from the next charge,

 

Invoicing 

11.1. Doinn S.A. issues, in its name, invoices destined to the Users for the services provided in Portugal. Sometimes, e.g. when the payments are processed by the Stripe Connect payment system or when it has been agreed as so between the parties, the invoices destined for the Users can be issued directly by Suppliers.

11.2. Doinn SL issues, in its name, invoices destined to the Users for the services provided in Continental Spain. Sometimes, e.g. when the payments are processed by the Stripe Connect payment system or when it has been agreed as so between the parties, the invoices destined for the Users can be issued directly by Suppliers.

11.3. For services provided in any other countries or territories, the invoices destined for the Users are issued directly by the Suppliers.

11.4. None of the points above modifies the terms of the Supplier’s liability according to the points 2.1. – 2.3 and 3.2. – 3.12 of these Terms and Conditions.

11.5. For the services provided in Portugal and/or Continental Spain, the User can request an invoice per order or a monthly invoice.

11.6. For the services provided in Portugal and/or Continental Spain, the User can request  invoices with different billing data for each of the apartments he/she manages.

11.7. In any case, when invoices already issued need to be canceled and reissued due to the incorrect billing data initially provided by the Users, an additional administrative fee of € 10,00 + VAT may be charged by Doinn.

 

Service Pricing

12. Service prices are set according to the estimated duration of the service and are available upon a request directed to Doinn sales representatives. Prices can be updated/modified if the time preset for the type of the property shows to be insufficient (after the first provision of services)  

 

Duration/Termination

13.1. The intermediation contract between Doinn and the User is celebrated for a period of twelve (12) months and is automatically renewed unless one of the parties chooses not to renew the contract and informs the other party about it in writing before the renewal date.

 13.2. ​​During the term of the contract the User may terminate it by providing a thirty (30) day written notice to Doinn. In the notice period, the User is obliged to schedule contracted services as expected, based on a regular business volume. 

 13.3. Doinn has the right to terminate or suspend a User account, in particular, if:

 13.3.1. The User does not meet a payment obligation; 

13.3.2. The User inserts false contact information in his/her account; 

13.3.3. Suppliers refuse to accept User services; 

13.3.4. The User provides a fake payments system; 

13.3.5. The Doinn platform suspends or terminates its business activities, regardless of the reasons.

13.4. A User whose account has been suspended or terminated will not be allowed to use other accounts to use the Doinn platform.

13.5. The User’s account cannot be erased from the platform for technical and legal (tax) purposes. 

 

Governing Law and Jurisdiction

14.1. The legal obligations arising from these Terms and Conditions and all underlying contractual relationships will be governed and construed in accordance with the Portuguese legislation.  

14.2. Any dispute arising under these general terms and conditions and our services will be submitted to the courts of the region of Lisbon, Portugal. 

 

Miscellaneous

15.1. Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, including but not limited to power outages and cyber attacks, except for payment obligations.

15.2. If any provision of these general terms and conditions is or becomes invalid, unenforceable, or non-binding, the parties hereto shall remain bound by all other provisions contained herein. 

15.3. All matters relating to the rights and obligations of the parties which are not expressly regulated in these terms and conditions shall be governed by the special legislation applicable, in particular, the law governing the conclusion of distance contracts and intellectual property protection legislation.

15.4. Doinn is authorized to transfer any rights and obligations, arising from these General Terms and Conditions, wholly or partly, to third parties. 

15.5. All communications must be made on the platform, or failing that, via email. A User’s email address is the one that is displayed as a contact in the User profile.

 

SOFTWARE AS A SERVICE SAAS TERMS & CONDITIONS 

(for Doinn as an Intermediation Platform Terms & Conditions read from page 1 to page 9)

 

Scope

1.1. These SaaS Terms & Conditions, including any document referenced herein, establish the terms and conditions under which Doinn will provide SaaS Services to the User

1.2. By using the Service, the User adheres to these Terms and Conditions for SaaS Solution, to the Service Support and Maintenance Terms, (“Performance Standards”), and to the Data Protection Agreement (“DPA”) and/or Doinn’s Privacy Policy which are incorporated herein by reference and are available at http://doinn.co

1.3. Doinn reserves the right to update and/or amend these Terms and Conditions or any document referenced herein, unilaterally, whenever it sees fit, either for legal or economic reasons.  

1.4. Any change to these Terms and Conditions does not affect the products or promotions agreed upon or ordered before the aforementioned changes

 

Service Definition

2. Doinn provides the service of delivering via the Internet a variety of productivity, cooperation, and organizational tools to help manage housekeeping and other property operations services for vacation rentals and cleaning industries, as well as the technical support necessary for the correct functioning of the platform and the applications.

 

Initial Term

3.1. The term of this SaaS Agreement shall commence on the Commencement Date and shall continue in full force and effect for the period agreed between the parties in the Statement of Work: one month or one year (the “Initial Term”), unless earlier terminated by agreement of Doinn and User or pursuant to Section 13 below. 

3.2. The Initial Term will be automatically renewed and extended for the same periods as the Initial Term (the “Renewal Term”), unless either Party gives written notice at least fifteen (15) days in the case of monthly subscription and (90) days in the case of yearly subscription, prior to the end of the Initial Term, or any Renewal Term, of its intention to terminate.

3.3. The Trial Period is of 14 days. During the Trial Period, either Party can cancel the Agreement with immediate effects as long as it acts in good faith.

 

The registration process

4.1. The SaaS Agreement between Doinn and the User is entered into by means of a User’s registration on the Doinn platform, followed by an email confirmation sent by Doinn to the User

4.2. The User registration is required in order to use the Doinn platform, the registration is free and requires a prior acceptance of these Terms and Conditions. The formalization of the agreement between Doinn and the User requires a confirmation email sent by Doinn to the User.

4.3. The registration should be made on behalf of individuals or legal entities. The registration on behalf of a legal entity (e.g. commercial companies, partnerships or institutions) must be performed by an individual empowered to do so.

4.4. The User shall provide and keep up-to-date all the data necessary for the Doinn platform registration, in a complete and correct way, namely, by registering his/her full name, a valid e-mail address, the company name and the authorized representative name (if applicable).

 

Doinn Services – SaaS

5.1 Doinn will provide User with operational services scheduling and management SaaS as well as software maintenance and support services as specified in the Performance Standards.

5.2 Doinn may make any changes that Doinn determines in its sole discretion to be necessary and/or desirable including, without limitation, changes in computer hardware, systems, and/or applications software, programming languages, data communications, and User identification procedures. In the event of any such changes that, in Doinn’s reasonable determination, would materially change the operation of the Service, Doinn will notify the User in writing of such changes. 

 5.3. Doinn reserves the right to charge the User for any reintegration work required to make customizations compatible with future versions/releases of the Service. 

 5.4. In case of a change, by the User, of its Property Management Software or similar software or any relevant elements of its infrastructure, Doinn will use its best efforts but does not guarantee to perform the reintegration work successfully. If the successful reintegration is impossible, the User won’t be reimbursed for the already paid subscription.  

 5.5 Services shall be performed in a professional and workmanlike manner, consistent with generally recognized commercial practices and standards. User agrees to provide prompt notice of any deviation by Doinn from the forgoing, and Doinn will re-perform any service that, in Doinn’s discretion, fails to meet this standard. 

 

Intellectual Property Rights

 6.1. No transfer of ownership of any Intellectual Property right will occur under this SaaS Agreement. 

 6.2. Doinn may, in its sole discretion add, delete, or change some or all the features included within the Services, and may change requirements for authorized Users and communicate such changes to any authorized Users, at any time without affecting any commitments previously agreed to in this SaaS Agreement. 

6.3. Without limiting the generality of the foregoing, User acknowledges and agrees that (a) Doinn and its licensors retain all right, title, and interest in and to the Doinn IP and the Service (including any corrections, updates, adaptations, enhancements to either or authorized copies of either) and to the Services, and User shall not acquire any rights, express or implied in the Doinn IP, and (b) any modifications to the Services made for User’s benefit shall in no way affect or diminish Doinn’s right, title, and interest in and to the Doinn IP. 

 

User Obligations, concerning the User account and the system Integrity 

7.1. The User is solely responsible for the purchases made on the platform through his/her platform account.

7.2. The User account is for the User’s own and exclusive use and he/she must keep his/her password confidential.

7.3. The User is responsible for all actions performed on his/her account.

7.4 The user is solely responsible for ensuring that the information supplied to the Doinn platform for their account is current and accurate. 

7.5. In case the User becomes aware that a third party has accessed his/her data or account, he/she must immediately notify Doinn, so that Doinn can take the necessary action to clarify the situation and avoid damages arising from this, namely, the indefinite suspension of the User account or even its termination.

7.6. The User agrees to adapt his/her systems and programs for the use of the Doinn platform, providing security and integrity for the proper functioning of the Doinn platform.

7.7. User shall provide assistance as reasonably requested by Doinn in connection with the installation/implementation and configuration of the Services including, if requested, timely providing Doinn with access to User’s facilities, network, hardware, and software, reasonably requested by Doinn in order to provide the Services. 

7.8. In order to obtain and maintain access and use of the Services, and for setting up the Services by Doinn, User agrees to provide Doinn with all data required for the provision of the Services, including set up and configuration, in a timely manner. 

7.9 User is responsible for acquiring and maintaining internet connectivity in order to access the Service and use the Services, and User acknowledges that problems with the internet, including equipment, software, or network failures, impairments, or congestion may prevent, interrupt, or delay SaaS Agreement. User shall be responsible for ordering, installing, maintaining the proper functioning of, and paying for any communications connections at User’s terminals or other access devices at User’s sites. 

7.10 User agrees to use the Services solely for the purposes identified in this SaaS Agreement and only for proper business purposes in accordance with and as contemplated by this SaaS Agreement and applicable legislation including, without limitation, laws and regulations respecting data privacy, international communications, and the exporting and importing of data. 

7.11 User agrees to comply with all technical specifications and with all security and operating guidelines, procedures, and protocols provided to User by Doinn including, without limitation, any document referenced therein. 

7.12. User agrees that it will not, and its employees will not attempt to gain or allow access to any data, files, or programs to which they are not entitled under this SaaS Agreement, and that if such access is obtained, and Doinn Confidential Information has been compromised, User will immediately return such materials to Doinn and will safeguard the same as Doinn Confidential Information (as defined in this SaaS Agreement).

 

Management of Content and Rights

8. Content provided through and by Doinn is protected by copyright (reserved rights). The platform is usually accessible and can be accessed individually through a web browser. The use of technologies such as crawlers or similar programs, whose purpose is not only content indexing but also mass access is forbidden, as it is also not allowed to save platform content. This paragraph’s provisions also apply, in particular, to technologies that allow image capture during a call and other third-party services.

 

Site availability and amendments

9.1. Doinn does not guarantee that the platform is always available. However, it undertakes to do its best to keep the platform operational with as few interruptions as possible and commits to continue developing it. 

9.2. Doinn may temporarily restrict the platform used for reasons concerning security, integrity, capacity limits, or technical issues.

 

Third-party site(s) liability 

10. The platform page may also include links to third-party websites, whose contents are unknown to Doinn. Doinn provides these links on an as-is basis to facilitate access and is not responsible for their content, nor does a link imply endorsement of any views or opinions expressed on such websites.

 

Pricing

11.1. Service subscription prices are shown in the price list published on http://doinn.co.  Doinn reserves the right to change the prices at any time without further notice. No price changes will affect prices of subscriptions already in place but they may affect prices of renewed subscriptions. 

 

Payments and Invoices

12.1. Payments are charged monthly or yearly as agreed by the parties.. 

12.2. Monthly fee is calculated taking into account the number of services: it comprises a fixed setup fee and a variable usage fee.  

12.3. Invoices are issued monthly by Doinn APAC (registered in Singapore)

 

Confidentiality 

13.1. The Parties agree to hold all Confidential Information in confidence and agree to use Confidential Information solely for the purpose of this SaaS Agreement and not to disclose such Confidential Information, except as expressly permitted in this SaaS Agreement, to anyone other than their employees, advisors, and service providers, with a bona fide need to know, who shall be governed by a parallel confidentiality of equal or greater force. Additionally, each Party agrees to use at least that degree of care which it uses to protect its own information of a similar proprietary nature, but in no event less than reasonable protection. 

13.2 Excluded from section 11.1 hereof is information that the receiving Party can prove by clear and convincing evidence that: i) it had in its possession without confidential limitation prior to disclosure, or ii) was known or becomes known to the receiving party without obligation of confidentiality; or iii) is independently developed by the receiving party; or iv) which is known or becomes known to the general public without breach of this SaaS Agreement; or v) disclosure is required by law or a governmental agency

 

Limitations of Liability

14.1. Use of the SaaS / Services is entirely at the User’s own risk, and Doinn is not responsible for (a) any data that may be provided to the User via the SaaS / Services or the accuracy of any information in such data, or (b) the ability of Vendor to provide or deliver any product or service or to pay for any product or service using the SaaS / Services, c) any damages resulting from SaaS errors or technical mistakes unless they were caused by gross negligence, or d) User to provide or deliver any product or service or to pay for any product or service using the Services.

 14.2. Doinn shall not be liable to and User expressly waives any right to seek indirect, special, incidental, consequential, or punitive damages from Doinn or from Doinn’s employees, agents or representatives (“Doinn Parties”), including, without limitation, claims for loss of business, revenue, profits, or goodwill, or for any act or failure to act by any of the Doinn Parties arising out of, in connection with or relating to the performance of Doinn services, whether such claims are asserted on the basis of the contract or otherwise. 

14.3. Without in any way limiting the provisions of section 12.2., Doinn’s total liability, to User in connection with this SaaS Agreement for any and all causes of action or claims of every kind or nature for, arising from, or relating in any manner to, directly or indirectly, any action or failure to act by any of the Doinn Parties including, without limitation, claims for breach of contract, negligence, fraud, and interference with contractual relations, shall be limited to the lesser of (i) proven direct damages, or (ii) the aggregate amount of payments made by User for the affected Service or Licensed Materials during the 6-month period immediately preceding the month in which the events giving rise to the claim or cause of action occurred.

 

Termination for Cause

15. Either Party may terminate this SaaS Agreement: (i) upon the breach by the other Party of any term hereof by giving the breaching party a thirty (30) day written notice to cure the breach and upon the expiry of the notice period if the breach is not rectified; or (ii) immediately if the other Party had ceased conducting business in the normal course, become insolvent, or shall avail itself of or become voluntarily subject to any proceeding under the applicable bankruptcy laws or any other statute of any state relating to insolvency or the protection of rights and creditors. 

 

Governing Law and Jurisdiction

16.1. The legal obligations arising from these Terms and Conditions and all underlying contractual relationships will be governed and construed in accordance with the Portuguese legislation. 

16.2. Any dispute arising under these general terms and conditions and our services will be submitted to the courts of the region of Lisbon, Portugal. 

 

Miscellaneous

17.1. Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, including but not limited to power outages and cyber attacks, except for payment obligations.

17.2. If any provision of these general terms and conditions is or becomes invalid, unenforceable, or non-binding, the parties hereto shall remain bound by all other provisions contained herein. 

17.3. All matters relating to the rights and obligations of the parties which are not expressly regulated in these terms and conditions shall be governed by the special legislation applicable, in particular, the law governing the conclusion of distance contracts and intellectual property protection legislation.

17.4. Doinn is authorized to transfer any rights and obligations, arising from these General Terms and Conditions, wholly or partly, to third parties. 

17.5. All communications must be made on the platform, or failing that, via email. A User’s email address is the one that is displayed as a contact in the User profile.