Terms and Conditions

Version RO2.1 Last updated: 10-07-2020
1. GENERAL ASPECTS
ENSO BUSINESS SOLUTIONS SRL (“Enso”) registered in Romania with registration number J12/4747/2019, based in Cluj-Napoca, 1 Pavel Rosca St., Ap. 7, Cluj County, Romania, is the owner and operator of the website www.enso.services and other related websites, all together referred here as “Platform”.
These Terms and Conditions (“Terms”) are the agreement between Enso and (i) the natural person who only visits or interacts with the Platform by sending messages or posts on the discussion forums (“Visitor”), (ii) the natural person registered in the Platform (“User”), (iii) the legal person having a profile registered in the Platform (“Client”), regarding access of the Platform and use of the services provided through it (“Service”). The Visitor, User and Client are hereinafter referred together as “Participant”.
Visiting or using the Platform by the Visitor or User, indicates full acceptance of these Terms by the Visitor or User.
In order to obtain the right to use the Service, the Client must express his consent to these Terms through a specific action, which has the meaning of an explicit consent and by which the Client expressly agrees to fully comply fully with these Terms.
2. DEFINITIONS
“Personal Data” means any information relating to an identifiable natural person. This may include name, addresses, phone numbers, email addresses, photos, etc., as well as any other information or combinations of information about a natural person that, if put together, would identify that person.
“Documentation” means user manuals, online help, training materials, release notes and any other documents provided or made available by Enso in connection with the access and use of the Platform and the Service.
“Intellectual Property Rights” means all rights to, or generated by: (i) any national, EU or international patent or any software and any variations, divisions, continuations, renewals, extensions and partial continuations thereof; (ii) inventions (patentable or not in any country), improvements, trade secrets, proprietary information, know-how, technology and technical data; (iii) copyrights, copyright records, software programs, moral rights, trademarks obtained by law, contract, license or otherwise; and (iv) any other similar or equivalent property rights anywhere in the world.
“Force Majeure” means an event or series of related events that are outside Enso’s reasonable control, including but not limited to: failure of the internet or a public telecommunications network, hackers’ attacks or attacks to block services, legislative changes, pandemics, disasters, explosions, fires, floods, popular riots, terrorist attacks and wars.
3. SERVICE
The Service is delivered exclusively to Clients and Users.
Enso has the right to review and monitor how the Participant is using the Service and accessing the Platform to ensure compliance with these Terms and to be able to improve the Service and the Platform.
Enso is in no way liable to the Participant for the lack of availability of the Service or the Platform regardless of the causes.
4. CONTENT
“Content” means any material, including but not limited to any text, information, data, images, video and audio recordings, which the Participant communicates to or posts on the Platform or which it provides to Enso by any other means, including but not limited by email, opinions or messages on discussions forums.
The Participant is solely responsible for its own Content. By submitting to or posting Content on the Platform, the Participant declares that it has all the necessary rights and authorizations to communicate, post, transmit and display the Content. The Participant guarantees that no material or information included in the Content does not violate the Intellectual Property Rights, privacy, advertising, or any other legal rights of any other third party.
Provided that Enso identifies any information or material in the Content that violates the requirements set forth in these Terms, Enso reserves the right, at its discretion, to delete or remove such materials or information from the Content without prior notice.
The Participant understands and agrees that (i) subject to the provisions in of the Article 12 The Privacy of Information, its Content shall be deemed non-confidential and (ii) to the extent reasonably necessary to achieve the purpose of the Service, Enso and its agents are free to use, display, copy, store, reproduce, translate, archive and aggregate the information in the Participant’s Content.
5. USER ACCOUNT
The User must register in the Platform by creating a user account (“Account”) containing the professional profile and other information about the User.
As part of the Account creation process, the User is required to provide the name or user code, email address and password (“Authentication Data”).
The User agrees and undertakes to (i) assure the data provided during the registration process is correct, current and complete, (ii) maintain updated Account data and information, (iii) treat Authentication Data as confidential and not disclose it to any third party, (iv) not make available or allow access to the Platform to third parties by sharing Authentication Data, (v) immediately notify Enso of any unauthorized access to the Platform, unauthorized use of Authentication Data or any other security breach of the Platform.
Enso reserves the right, at its sole discretion, to limit, suspend, disable or terminate User’s access to the Platform and Service at any time, without prior notice, if in Enso’s reasonable opinion, the User has violated or breached any of the provisions of these Terms.
6. CLIENT PROFILE
“Client Profile” means data, materials, content, or information owned or belonging to the Client that is uploaded, transmitted, or stored on the Platform on behalf of the Client by its Users.
To achieve the scope of the Service, at the time of creation of the first Account by an employee of the Client, the Client Profile is also created in the Platform. The User based on which Client Profile was created is assigned control and administration role for the Client Profile (“Client Administrator”).
The Client Administrator declares that has the necessary authority and approvals from the Client to (i) accept these Terms on behalf of the Client and (ii) create, upload, transmit and manage the Client Profile.
The Client Administrator may and must (i) add and manage the Client Profile information, and (ii) add and manage Client’s additional Users.
7. CLIENT OBLIGATIONS
Client agrees and undertakes to ensure that the information in the Client Profile is always accurate, current, and complete.
Provided that Enso identifies in the Client Profile any content, information or material that violates Intellectual Property Rights, privacy, advertising or any other legal rights of any other third party, Enso reserves the right, at its discretion, to delete or remove such materials or information from the Client Profile without prior notice.
The Client understands and agrees that (i) subject to the provisions of the Article 12 The Privacy of Information , the Client Profile will be considered non-confidential, and (ii) to the extent reasonably necessary to achieve the scope of the Service, Enso and its agents are free to use, display, copy, store, reproduce, translate, archive and aggregate the information in the Client Profile.
The Client must ensure that all its Users comply with the provisions of these Terms. Violation of the Terms by any of the Client’s Users is considered a violation of the Terms by the Client.
8. ANALYTICAL DATA
The Participant understands and agrees that Enso may use the Content, Client Profile and information about Participant’s use of the Platform to generate anonymized and aggregated analytical and statistical data (“Analytical Data”).
The Participant understands and agrees that Enso (i) may use Analytical Data for internal analysis and research purposes, for the development of the Platform, to conduct statistical analyses, to identify trends and perspectives, and (ii) is allowed to provide Analytical Data to third parties.
Enso’s rights under this article with respect to Analytical Data shall remain valid after the termination of these Terms.
9. ACCEPTABLE USE
The Participant declares and guarantees that it will use the Service and the Platform exclusively to achieve its business goals for identification, management, communication and cooperation with other companies present on the Platform, through interaction with their representatives registered in the Platform.
While using the Platform, the Participant agrees and undertakes, including but not limited to the following:
a) not to use the Platform in any unlawful manner, for any unlawful purposes, or in any other manner inconsistent with the Terms;
b) not to provide false or misleading information or data within the User Account or Client Profile;
c) not to use the Service or Platform for, or in a way to transmit, upload and/or store
  (i) information that infringes or violates the Intellectual Property Rights or the right to privacy of any third party,
  (ii) information that is incorrect, untrue, inappropriate, deceptive, illegal, fraudulent, defamatory, obscene, harmful, pornographic or threatening,
  (iii) material containing viruses, Trojan horses, spyware, time bombs or any other malicious or harmful software,
  (iv) material that would violate any national or international law;
d) not to misuse the Platform in a way that would affect its functionality or the ability of any other Participant to use the Platform;
e) not to use the Platform to transmit or publish unsolicited advertising or spam;
f) not to use or provide to third parties any information and/or know-how available on the Platform and/or collected from the Platform or the Service with the purpose of reproducing or producing a website, computer system or software similar or competitive with the Platform;
g) not to copy, reproduce, republish, post, broadcast, transmit, make available to the public or otherwise use the content or material from the Platform, without prior written approval from Enso;
h) not to attempt to view, access or copy content, materials, data or information from the Platform other than those the Participant is authorized to access;
i) not to attempt gaining unauthorized access to other Users’ Accounts on the Platform;
j) not to interfere with or disrupt technical infrastructure, or attempt to undermine the security and integrity of the Platform; and
k) to comply with all applicable national and international laws and regulations. The Participant is allowed to use the content purposely made available by Enso for downloading from the Platform, provided that the Participant
  (i) does not remove any mention or proprietary element, trademarks or logos of Enso in copies of such content,
  (ii) uses such content only for personal, non-commercial purposes and does not copy, post, publish or disseminate such content in media,
  (iii) make no changes to such content, and
  (iv) makes no statements and does not provide any additional guarantees relating to such content.
The Participant will be responsible and liable for all his or her acts or omissions that occur while accessing or using the Platform and/or the Service.
10. SUBSCRIPTIONS
The Client understands and agrees that Enso, at any time, may decide that access to the Platform and use of the Service by the Client and its Users may be subject to a subscription (“Subscription”).
Provided that access to the Platform and use of the Service are subject to Subscription, in the absence of a Client’s Subscription, Enso is entitled to (i) terminate Client’s and its Users access to the Platform and use of the Service, and (ii) close or disable the Client Profile and its Users Accounts.
11. INTELLECTUAL PROPERTY
Enso retains all material and non-material rights, with respect to the Service, Platform, Subscriptions, Analytical Data and Documentation, including all related Intellectual Property Rights. The Participant will not delete or in any way modify Enso’s copyright, trademarks, and other proprietary notes.
Client retains title and all Intellectual Property Rights on the Client Profile, and User retains title and all Intellectual Property Rights on his or her Content.
Nothing in these Terms will grant to Enso any title or Intellectual Property Rights over the Client Profile or User’s Content.
12. CONFIDENTIALITY
“Confidential Information” means any information disclosed throughout the duration of these Terms by one party to the other in oral, written or other form, which at the time of disclosure was designated or marked “Confidential” or which by the nature of the circumstances surrounding the disclosure should be considered in good faith to be confidential.
Throughout the duration of these Terms and for a period of 3 (three) years from the date of their termination, each party undertakes and guarantees to maintain confidentiality of the Confidential Information of the other Party with which have come in contact under these Terms, to prevent their disclosure to third parties, unless required under applicable law, and not to use them for purposes other than those defined in the Terms. From the Client’s perspective, its Users are not considered third parties.
The Participant understands and agrees that all business, technological and proprietary aspects of the Service and Platform as well as Analytical Data are Confidential Information of Enso.
The Participant understands and agrees that, for the scope of the Service, information contained in the Content and the Client Profile is not Confidential Information. To the extent that the Participant wishes parts of such information to be considered Confidential Information, it will either explicitly mark that information as confidential or delete it from the Platform.
In the event the Participant discloses Enso’s Confidential Information to a third party other than as provided in this article, Enso reserves the right to take legal action against the Participant to recover any damages that may result from such disclosure.
13. PROTECTION OF PERSONAL DATA
As Personal Data is processed for the delivery and use of the Service, Enso and the Client are required to comply with the provisions of the EU Regulation 2016/679 on the protection and privacy of individuals with regard to the processing of personal data and free movement of such data, supplemented by any other complementary legislation applicable to the protection of personal data. Exclusively for the purpose of the delivery and use of the Service, Enso and the Client agree and undertake to process Personal Data based on the following provisions:
Processing Roles
The Client, as data controller with regard to its Users’ Personal Data, authorizes Enso (i) to process Personal Data of Client’s Users, and thus Enso acts as data processor with regard to Personal Data of the Client’s Users, and (ii) to authorize the all other clients of the Platform (“Customers”) to process, as third-party, Personal Data of the Client’s Users.
Enso, is authorized by Customers (i) to process the Personal Data of Customers’ users, and thus Enso acts as data processor with regard to Personal Data of the Customers’ Users, and (ii) to authorize the Client to process Personal Data of their users, and thus the Client acts as third-party when processing Personal Data of Customers’ users.

Permitted Processing
The Client is processing Personal Data as follows:
  • Data subjects: Customers’ users
  • Quality: third-party
  • Purpose of processing: use of the Service
  • Lawful basis: legitimate interest, consent
  • Data processed: first and last name, email address, phone, photo, online identifier, username, location, professional status, employer, occupation, function, position.

Enso is Processing Personal Data as follows:
  • Data subjects: Client’s Users
  • Quality: data processor
  • Purpose of processing: provision of the Service
  • Lawful basis: contract, legitimate interest, consent
  • Data processed: first and last name, email address, phone, pose, online identifier, username, location, professional status, employer, occupation, function, position.

Subcontracting
The Client grants Enso a specific and general authorization to subcontract Personal Data Processing of the Clients’ Users provided that Enso will communicate to the Client any such subcontracting or modification regarding the addition or replacement of any sub-processor. Enso will ensure that each sub-processor is bound to the same obligations that are imposed to Enso through these Terms with respect to the Processing of Personal Data.

Duration of Processing
Personal Data are processed throughout the duration of the Terms. After the termination of these Terms, it is Enso’s decision to mark as inactive, anonymize or delete Personal Data of the Client’s Users.

Rights of Data Subjects
As much as possible and taking into account the nature of the Processing, the Client and Enso will take appropriate technical and organizational measures to assist the other party in fulfilling its obligation to respond to requests of the data subjects to exercise their rights.

Location
Personal Data can also be stored and processed in any place in the European Economic Area.

Authorized Personnel
Client and Enso must ensure their employees, authorized to process Personal Data, comply with all the provisions regarding the processing of Personal Data set out in these Terms.
14. PRIVACY
Privacy Policy explains how Enso handles the Participant’s Personal Data and how Enso protects the Participant’s privacy while using the Service and the Platform. The Participant understands and agrees that the Personal Data provided during the use of the Platform and the Service is governed by Enso’s Privacy Policy, which is an integral part of the Terms. Enso Privacy Policy is available here.
15. SECURITY
Enso has implemented and maintains technical and organizational measures, internal controls and security procedures for the protection and integrity of the Service, Platform and Personal Data against risks of access, accidental or unlawful destruction, loss or alteration in connection with transport, storage and processing, using the capabilities of currently available technologies and in accordance with existing industry best practices and standards, including, where possible, by encrypting databases, secure or encrypted communication between User’s equipment and the Platform, and anonymization of Personal Data.
Enso will access and use Personal Data, User Content and Client Profile in accordance with these Terms, only for the realization and delivery of the Service
16. THIRD PARTY WEBSITES
The Platform may contain references or hyperlinks to third-party websites. The Participant acknowledges and agrees that such websites are not under Enso’s control and that Enso is not responsible for, or makes any representation, and does not provide any guarantee for the accuracy, completeness or authenticity of the information and content of such websites. Access to any such website from the Platform is at Participant discretion and on Participant own risk.
17. ADVERTISEMENTS OF THIRD PARTIES
Promotions, advertisements or offers provided by third parties may be displayed on the Platform from time to time. The Participant understands and agrees that Enso has no liability for such promotions, advertisements or offers provided by third parties and agrees that if it participates in such promotions, advertisements or offers provided by third parties, it does so at its own risk.
18. NO WARRANTIES
The Service as well as all information and materials available on the Platform are provided by Enso on the “as is” and “as available” basis without any warranties of any kind. To the maximum extent permitted by law, Enso declines all express, implied, legal, and other warranties as well as warranty of suitability for a particular purpose of the Service and Platform.
Enso does not provide any guarantee on (i) accuracy, completeness, reliability, accessibility, quality or timeliness of any information and/or material published on the Platform, (ii) uninterrupted, safe, error-free, fault-free or virus-free operation of the Platform, (iii) protection regarding the integrity, alteration, destruction or theft of Personal Data, Content or Client Profile, (iv) integrity, quality or performance of Internet communication between the Platform and Participant’s equipment.
Enso has no responsibility or liability for the acts, omissions or conduct of any third party in connection with or related to the use of the Service or the Platform, nor for any content posted or transmitted on the Platform by third parties.
The Participant accesses and uses the information and content of the Platform at its own risk.
If the Platform or Service does not operate or does not operate in accordance with the Documentation, Enso will make reasonable commercial and technical efforts to correct the non-compliances that gave rise to such a situation.
19. LIABILITY
At the highest level permitted by applicable law, in no way are Enso or its employees, directors, agents or contractors liable to the Participant for any direct, indirect, foreseeable or unpredictable damage, including but not limited to damages arising from loss of profit, loss of income, loss of opportunity, loss of reputation, data loss or other intangible losses caused or related to
(i) the use or inability to use the Service or Platform,
(ii) performance, cyber-attacks, errors, defects, omissions, interruptions, processing or transmission delays, computer viruses, and the quality, loss or alteration of data during the use of the Service or Platform,
(iii) unintentional or unauthorized disclosure of Personal Data, User Content or Client Profile,
(iv) acts of corruption, or
(v) Force Majeure events, even if Enso has been informed by the Participant of the possibility of such damage.
20. SUSPENSION
Enso may temporarily suspend these Terms, governing the relationship with the Client, in the event of Force Majeure or if in the reasonable opinion of Enso, (i) the Client or any of its Users breaches any provisions or conditions of these Terms, (ii) the Client or any of its Users, by using the Service or the Platform may prejudice or adversely affect Enso’s business, (iii) the information in the User Content or Client Profile is outdated, incorrect, untrue, inappropriate, misleading, unlawful, fraudulent, defamatory, obscene, harmful or threatening, or may cause injury to Enso or other participants of the Platform.
Enso will notify the Client of the intention to suspend the Terms by means of an email sent to the Client, and suspension will subsist until the Client rectifies all the problems that caused the suspension, but without exceeding the suspension period defined in the suspension notice.
21. DURATION
These Terms, between Client and Enso, enter into force and take effect from the date of their acceptance by the Client and remain in force until their termination by one of the parties.
22. TERMINATION
These Terms may be terminated as follow:
a) Termination for convenience: Client and Enso may terminate the Terms by means of written notice sent to the other party at least 30 (thirty) calendar days before the date on which it wishes to terminate the Terms.
b) Termination for cause: Client and Enso may terminate the Terms by means of written notice sent to the other party if the other party does not meet or comply with any essential term or condition of these Terms and fails to remedy such breach within a period of 30 (thirty) days after the receipt of written notification of such breach from the other party. Termination of the Terms shall have the effect of closing the Client Profile and Accounts of all Client’s Users as well as the immediate termination of the access to the Platform and the use of the Service for the Client and all Client’s Users. Client understands and agrees that following the termination of the Terms, it is at Enso’s discretion to completely delete the information from the Client Profile and the Content of its Users, or to keep it in the database of the Platform either anonymized or marked as “Inactive”, for the purpose of using it to generate Analytical Data
23. ADDITIONAL TERMS AND CONDITIONS
Additional terms and conditions may apply to the use of the Service based on Subscriptions, and such additional terms and conditions are an integral part of these Terms. In the event of any conflict between these Terms and the terms and conditions applicable to Subscriptions, the latter shall prevail.
24. THE WHOLE AGREEMENT
These Terms, together with all their amendments and any agreements that form an integral part of the Terms, represent the entire agreement between Enso and the Participant regarding the access to the Platform and the use of the Service and replaces all previous agreements and arrangements. The parties have not relied on any representation, warranty or agreement relating to the subject matter of these Terms that are not expressly provided for in these Terms, and no such representation, warranty or agreement will have any effect on the Terms.
25. VARIATION OF TERMS
Enso may modify these Terms at any time at its discretion and the changes become effective when they are published on the Platform. The Participant is responsible for reviewing these Terms to ensure that it is aware of any changes made to them. Continued use of the Platform by the Participant following the publication of the amendments to these Terms will be considered as the Participant’s acceptance and consent of such changes.
26. APPLICABLE LAW AND JURISDICTION
These Terms and any disputes, controversies, or disagreements between Enso and the Participant arising because of or in connection with these Terms will be interpreted, governed, and judged in accordance with Romanian law. Any dispute, controversy or misunderstanding between the parties arising as a result of or in connection with these Terms will be settled amicably, or if an amicable solution is not reached, that dispute, controversy or misunderstanding will be addressed to the competent courts of Romania.
27. CONFIRMATION
Any continued access or use of the Platform and the Service by the Participant after reading these Terms indicates their acceptance by the Participant and its consent to comply with the Terms and all applicable laws and regulations. If the Participant does not agree to comply with these Terms, it will no longer access or use the Platform and the Service. The Client confirms the acceptance of the Terms in full and agrees to comply with the Terms and all applicable laws and regulations by marking the “Accept” box on the website www.enso.services by the Client Administrator.