Terms of Service

This version of Companial Terms of Service ( “Terms of Service”) is effective as of 2nd of February, 2022.

By ticking “I agree” or by accessing Companial Business Portal at www.companial.com or any part thereof (”Companial Website”) and/or procuring, using and/or reselling products, and/or services or any part thereof provided or made available by Companial through the Companial Website (“Services”), you acknowledge that you have read this Agreement and agree to be bound by the terms and conditions of it.

If you do not have an authority to accept these Terms of Service on behalf of the legal entity you represent or do not agree to any of the terms and conditions thereof, you are not entitled to access or use Companial Website, Services or Content.

Companial reserves the right to modify and update these Terms of Service at any time. The most current version of the Terms of Service can be reviewed by clicking on “Terms of Service” link located at the bottom of Companial Website. It is your responsibility to check the Terms of Service regularly.

1. Applicable terms

          1.1. Definitions

Unless otherwise agreed in writing, the following applies to the Terms of Service:

    • parties” or “a party” mean a reference to Companial and/or the Partner/User, collectively or each individually.
    • you” or  “yours” means a reference to a User or the Partner, collectively and each individually, and “ours”, “us” or “we” mean a reference to Companial.
    • Expressions “included” and “including” will be deemed to be followed by “but not limited to”.
    • Capitalized terms used in the Terms of Service are defined inline.

          1.2. Scope

The Terms of Service set out the terms and conditions subject to which you may access and use the Companial Website, Services and/or Content. The access and use of the Companial Website is subject to:

                a. the terms set out and referenced to herein, including Companial Privacy Policy and Companial Cookie Policy;
                b. any additional terms which apply to Services and/or Content.

          1.3. Applicability

The Terms of Service apply to:

                  c. An individual who is accessing and/or using Companial Website or any parts thereof (“User”),
                  d. The legal entity that the individual user represents (“Partner”).

          1.4. Services

The Partner’s eligibility requirements, pricing, ordering, and other terms and conditions applicable to specific Services are set out in an additional service agreement for such Services between the Partner and Companial (e.g., Self-Provisioning Agreement, CSP Agreement). To the extent there are any discrepancies between these Terms of Service and an additional service agreement, terms of the latter will prevail.  

The Terms of Service do not apply to Companial’s project or other software services not provided via the Companial Website (e.g., upgrade services) and are subject to a separate agreement between the parties.

2. Content

Companial may provide you with a variety of resources via Companial Website, such as Services and any other content accessible on Companial Website, including text, graphics, trademarks, logos, pictures, visual interface, agreements, automated tools, proposals, webinars, recording, case studies, e-books, guidelines, sales and marketing materials, and/or toolkits (such content collectively – “Content”).

Use of the Content is, in addition to the Terms of Service, governed by a license agreement, if any, that accompanies or is included in the Content.  If any Content is made available to you without a license agreement, then you may use the Content for internal business purposes only. Registered users of the Companial Business Portal are authorized to use marketing and sales toolkits for internal business purposes and to modify, localize and distribute to its end-customers for the purpose of marketing Companial and its services. However, you are responsible that modified and localized version of Companial marketing and sales toolkits represent Companial and its services accurately, and is not misleading.

3. Website forms

          3.1 Request Form

In order to access certain Services and/or Content, you will have to complete a request form by providing accurate information and follow the procedure as indicated in the form. While Companial is using its reasonable efforts to respond to or process your request in a timely manner, Companial does not commit to any deadlines.

          3.2 Submitted Information

Any information or data you provide us with when using the Companial Website, Services and/or Content is stored on servers of Companial, its affiliates and/or third parties and it is used to process, respond, fulfil and manage your requests, prepare a service proposal, and/or for business management purposes. This may also include preventing, detecting or repairing problems affecting the operation or security of the Companial Website, Services and/or Content, and the improvement of features.

          3.3 Partner Warranty

You warrant that you have rights to provide information, data, tools, code, and other materials (collectively – “Information”) that you submit as part of your access and/or use of the Companial Website. If you provide any proprietary or personal information on behalf of someone else, you must have consent or other legally valid ground to provide such information. You warrant that such Information will not infringe any applicable laws, and third party rights, including confidentiality obligations, intellectual property, data protection requirements. You shall defend, indemnify and hold Companial and its affiliates harmless from and against any claims, costs, charges and expenses (including legal costs) arising out of or in connection with your breach or alleged breach of applicable laws or third party rights, even after the termination of this these Terms of Service.                

4. Privacy and protection of personal information

Companial will process personally identifiable information in accordance with the Companial Privacy Policy and Companial Cookie Policy. Where personal data is processed by Companial acting as data processor, such processing is governed by applicable data protection legislation and data processing agreement entered between Companial and the Partner.

5. Intellectual property rights

          5.1 General

The Companial Website, underlying technology, functionality, Services, and Content, including arrangement of such Content, are owned, controlled and/or licensed by or to Companial and are protected by intellectual property rights.

Except as stated otherwise by Companial in writing, no part of Companial Website, Services, or Content may be copied, reproduced, republished, localized, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without Companial’s prior written consent.

No intellectual property rights are transferred under these Terms of Service, and Companial, its licensors and/or suppliers retain, and reserve all rights, including all rights in and to the Companial Website, Services, and Content.

          5.2 Companial Trademarks

Companial and all other names and logos reflecting Companial’s business are trademarks owned by Companial. Companial does not give permission to use such trademarks without Companial’s prior written consent, and such use will constitute an infringement of intellectual property rights.

You shall not use the name of Companial or its trademarks to identify your business, for reference purposes, and shall not incorporate into any trading name, logo or trademark of yours.

          5.3 Third-Party Trademarks

Non-Companial logos, trademarks, service marks placed on the Companial Website are the property of their respective owners. Companial does not grant any license to use such logos, trademarks or service marks.  

6. Companial business portal

          6.1 General

While parts of the Companial Website are available to general website users, access to certain parts of the Companial Website, Content, as well as possibility to order certain Services or Content, are available to registered/logged-in users of the Companial Website only (such parts of the Companial Website – “Companial Business Portal”).

          6.2 Definitions Related to the Companial Business Portal

“Admin User” a Partner User who can create new users for the Partner’s representatives and assign roles.

“Partner User” means a representative of the Partner that has a User Account to use the Companial Business Portal, including Admin User.

“User Account” means user credentials allowing users to authenticate themselves and be granted authorization to access the Companial Business Portal.

          6.3 Registration Prerequisites

Becoming a registered user of the Companial Business Portal is subject to the following preconditions:

    • The Partner is an authorized Microsoft partner; The User is an authorized representative of the Partner;
    • Personal and Partner-related information, including representative/user contact information, as requested in the applicable registration form, is provided to Companial; Additional eligibility requirements set by Companial are met.

Access to the Companial Business Portal, and Services are provided exclusively on B2B and to-partner basis. Therefore, only Microsoft partners and their employees and/or their authorized representatives may become registered users of the Companial Business Portal. However, if customers and end-users contact Companial we may help them find Dynamics partner that could provide services to them.

          6.4 Registration process

Process of registering to the Companial Business Portal consists of:

    1. Partner registration;
    2. Role assignment.

The first registering user of an organization/partner will be verified by Companial and, once verified, provided a User Account and become the Partner’s Admin User, who will then be able to create subsequent User Accounts for the Partner. If Companial receives subsequent registration requests of representatives of the same partner, Companial will send a notification or approval request to the Partner’s Admin User.  Assignment of roles and permission levels must accurately represent authorization rights granted by the Partner. You warrant that you are authorized to assign roles and permission levels and shall indemnify Companial and its affiliates against any claims, damages, and/or loss incurred by Companial and/or its affiliates as a result of your breach of the forementioned warranty.

Companial reserves the right not to complete registration process or not to provide access to all or certain parts of the Companial Business Portal if registration data is incorrect, incomplete or misleading or does not sufficiently reflect the person and/or the Partner registering, or in any other way may not be eligible to become a registered user of the Business Portal, at Companial’s discretion.

          6.5 Grant of rights

When providing access to the Companial Business Portal, Companial grants the Partner a non-exclusive, non-transferable, and limited right to: (i) access and use the Companial Business Portal for internal business purposes, (ii) to place and manage orders for Services, provided that the Partner complies with these Terms of Service and any additional terms governing the Partner’s use of the Companial Business Portal or Services.

Unless otherwise specified by Companial in writing, the Partner or Partner Users are not authorized to grant rights to any third parties, including end-customers, to access the Companial Business Portal.

The Partner is liable for all User Accounts, actions and omissions of Partner Users, including licenses and permissions granted by the Admin User to other representatives of the Partner.

          6.6 User accounts

The Partner manages access by Partner Users and is responsible and liable for their use of the Companial Business Portal in accordance with these Companial Terms of Service and any additional terms. The Partner shall maintain and ensure that all Partner Users maintain the confidentiality of any non-public authentication credentials associated with the use of the Companial Business as well as any and all activities that occur under their respective accounts.

The Partner shall promptly notify Companial about any possible misuse of User Accounts or any security incident related to the Companial Business Portal. Companial will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Companial or another party due to someone else using your account or password. You may not use anyone else’s account without the permission of the account holder.

The Partner shall defend, indemnify and hold Companial and its affiliates harmless from and against any claim, costs, charges and expenses (including legal costs) arising out of or in connection with the Partner’s or Partner User’s breach of the Terms of Service, even after the termination thereof. 

          6.7 Partner support

In case of any technical issues related to the Companial Business Portal, for example, non-access or errors on the Companial Business Portal, the Partner may contact Companial Partner Support at service@companial.com. Companial will use its reasonable efforts to correct technical errors related to the Companial Business Portal.

7. Proposal for services

          7.1 Proposal

Before ordering certain Services you may have to request assessment and proposal from Companial (“Proposal”) by submitting a request and providing the required Information.

Once a Proposal is prepared, the Partner is granted a non-exclusive, non-transferable and worldwide right to use the Proposal for internal business purposes. The Partner is not authorized to distribute the Proposal or any parts thereof to any third parties, excluding its affiliates and end-customers.

Please note, that a price established in a Proposal is tentative and based on the information the Partner has provided Companial with before or at the time of proposal preparation. Companial reserves the right to change the price  depending changes in usage, scope, timeline. Proposal is valid only for the duration specified in the Proposal.

          7.2 Data collection tool

In case Companial requests you to use any data collection tool for collection of information necessary for assessment and preparation of a Proposal, it is your responsibility to inform the Partner’s end-customer about such tool before implementing it in the customer’s environment. Official consent from the customer may be required depending on applicable laws.

Such consent could be:

“Customer (name) agrees and gives its consent to the Partner (name) and its partner Companial to access the information collected by Companial data collection tool from customer application such as kernel version, application version, localization version, company IDs and the number of companies existing in the solution and virtual companies including their structure (companies and table collections in a virtual company) or any other data necessary for the purpose of identifying the scope of the service.”

The above text is provided as an example only and should not be relied on without the Partner’s consideration and complying with applicable laws. For the avoidance of doubt, Companial disclaims any liability or responsibility associated herewith.

8. Confidentiality

Services, and Content provided via the Companial Business Portal are confidential information of Companial, its affiliates or third parties.  The non-public information of the Partner or its end-customer (i.e. personal data or technical data) provided via the Companial Business Portal is confidential information of the Partner. Each party shall protect the confidential information of the other party in a commercially reasonable and appropriate manner consistent with applicable professional standards, use confidential information only for the purposes stated in or consistent with these Terms of Service and shall not share it with third parties. In addition, the parties shall ensure that their respective employees and/or representatives keep retained information confidential on the same terms as set forth in this Agreement. Companial may disclose confidential information of the Partner to Companial affiliates,  subcontractors and/or Microsoft on a need-to-know basis. Upon written  request of a party, the other party shall destroy all of the retained confidential information (including any copies or reproduction thereof), except it will be allowed to retain a copy of the confidential information to the extent necessary for legal, security, or archival purposes or retain copies which have been created pursuant automatic back-up procedures on secure servers which cannot reasonably be deleted.

Parties shall comply with any supplemental confidentiality undertakings set out in the additional service agreements.

9. Free Companial tools

Some tools created and developed by Companial are provided for your use at no charge (“Free Companial Tools”).

While Free Companial Tools are provided in good faith, Free Companial Tools are being delivered “AS IS” and Companial makes no warranties or representations as to any matter including non-infringement of third party rights, merchantability, integration, satisfactory quality or fitness for any particular purpose. You acknowledge that you will use Free Companial Tools at your own risk. Companial does not warrant the performance or results you may obtain by using Free Companial Tools. Except for any warranty, condition, representation or term to the extent to which cannot or may not be

If Free Companial Tools are provided with additional terms of use, such terms will prevail over the abovementioned terms.

You have the sole responsibility and liability for the selection and use of Free Companial Tools, as well as for the results and outcome of the use of Free Companial Tools. You agree that you will use Free Companial Tools at your own risk and will not rely or treat any Free Companial Tools as an expressed warranty.

10. Invoicing and payment

          10.1 Invoicing and Payment

All prices for the Services are excluding VAT, local and any other taxes. Partner shall pay invoices on the due date specified on the invoice. If payments are not made within the due date specified, it will be considered material breach of the agreement by the Partner.

Companial or its affiliates (entities controlling, controlled by or under common control by The IT Channel Company B.V.) may exercise Companial’s invoicing rights and receive payments due for Services in accordance with internal invoicing procedures. The Partner’s payment for Services to a Companial affiliate will be considered a payment to Companial.

          10.2 Currencies

Services are offered in currencies specified on the Companial Business Portal. If you wish to make a credit card payment in your local currency, exchange rate from Companial supported currencies to your local currency will be set as governed by your bank service provider, and you accept the risk of price difference to currency differences.

          10.3 Payment Method

You can pay for the selected Services by using one of the following payment methods:

Credit card: When using credit card payment option, you will gain access to ordered Services and/or Content or fill their click-credit account, whichever you have chosen,  instantly.

“Clicks”: Some Services may be purchased by using Companial monetary units “Clicks”. Clicks may be bought either by credit card or bank transfer. If you pay for Clicks by bank transfer, Clicks shall be accrued into your account once the payment for Clicks is credited into the bank account of Companial. Validity of the Clicks will be 3 (three) years after the purchase date.  After expiration, unused Clicks will be deleted from the Partner’s clicks-account automatically without any notice or refund.

Bank Transfer: For Services that you wish to pay for by bank transfer, you will have to pay upfront or in arrears, as specified by Companial. If you have a credit limit (see section below) with Companial, you don’t have to pay upfront as long as you do not exceed your credit limit. Additional fee for payment by bank transfer may apply depending on your bank. If the Partner is delayed with paying for Services, the Partner may only be allowed to pay for future Services only on upfront basis. 

Regardless which payment method is used, when ordering paid Services, you will always have to go through a check-out process: adding chosen Services or Clicks to the cart and confirming the order and the price. Payments will not be processed before your order has been confirmed.

          10.4 Credit Limit

Credit limit is a maximum amount of a credit that the Partner is allowed to retain outstanding on its account with Companial in total, and which is set by Companial in accordance with the Partner’s payment history, purchase history, and other Companial credit policy terms (“Credit Limit”). You will be provided with information about the Partner’s remaining Credit Limit on your account on the Companial Business Portal.

If the outstanding sums and/or the amount of order payable by you is within Companial’s approved Credit Limit, then you can pay by bank transfer with a standard payment term of 14 (fourteen) days after the issue of invoice, unless other payment terms are established in agreements for certain Services.

If the outstanding sums, including those not yet due, and/or the amount of order payable by you reaches the Credit Limit all subsequent purchases on behalf of the Partner may be offered on a “pre-paid” basis only, i.e. the price of the Services shall be payable either by Clicks (if available) or by credit card. 

          10.5 Refunds

If you believe that Companial has charged you in error, you must contact Companial in writing within 30 (thirty) days of such charge and provide documentation supporting your claim.

          10.6 Non-payment

If the Partner fails to pay for the Services within the payment term, Companial may suspend Services or access to the Companial Business Portal for such Partner. If the Partner does not correct such breach within 14 (fourteen) days from written notification of Companial, Companial may terminate agreements with such Partner entirely. The termination does not deprive the Partner form obligation to pay any outstanding amounts.

In addition, if the Partner fails to pay for the Services in time, upon Companial’s request, it shall pay to Companial the default interest amounting 0.2 % (two tenths percent) for every delayed day from the value of delayed amount.

          10.7 Collection

Companial shall be entitled to commence collection proceedings for the payment of any amount due and undisputed in any court or authority with jurisdiction over the Partner or any of Partner’s assets. In the event of collection proceedings for the payment of any amount due, the Partner shall reimburse all legal fees and costs resulting therefrom.

11. Security, availability and acceptable use

          11.1 Security

We are committed to ensuring that your information is secure. In order to prevent unauthorized access or disclosure, we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online. Any technical proprietary data the Partner or Partner Users provide Companial with when using the Companial Business Portal or Services is stored on Companial or its third party servers. Companial uses secure encrypted channel via the internet for transition of files.

However, we cannot guarantee that the Companial Website will be virus free and you accept that it is your responsibility to make adequate safeguards for protection against such threats.

          11.2 Uptime

Companial does not make any commitments related to uptime of the Companial Website. Temporary non-access may occur on a case-by-case basis, including cases where Companial is implementing improvements and updates that require temporary disablement of access to Companial Website or when systems are down and restoration is needed.

          11.3 Acceptable use

The Partner, and Partner Users shall not:

    • reverse engineer, decompile, disassemble, or work around technical limitations in the Companial Website except to the extent that applicable law permits it despite these limitations;
    • disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters the Partner’s use of the Companial or parts thereof;
    • access Companial servers and reverse-engineer, disassemble or decompile Companial tools constituting the Services or in any other way attempt to investigate and discover the source code or the structural framework of Companial tools or code constituting the Services.
    • sell, assign, distribute, license, rent, lease, lend out or in any other way transfer access to the Services or any rights granted hereto to any third party without the prior written express consent of Companial.

In addition, the Partner, and Partner Users shall not use the Companial Website, Services and/or Content:

    • in a way prohibited by law, regulation, governmental order or decree;
    • to violate the rights of others, including violation of personal data legislation, intellectual property rights or confidential information;
    • to try to gain unauthorized access to or disrupt any service, device, data, account or network;
    • to spam or distribute malware;
    • in a way that could harm the Companial Website or impair anyone else’s use of it; or
    • in any application or situation where failure of the Companial Website could lead to the death or serious bodily injury of any person, or to severe physical or environmental damage.

In the event of violation of the terms in this section Companial may suspend all Partner Users access rights and exercise other remedies available to Companial under an agreement or at law.

12. Warranty

          12.1  General Disclaimer

While Companial Website, Services, and/or Content are provided in good faith, Companial Websites are provided “AS IS” and Companial makes no warranty as that the Companial Website, Services, and/or Content will be kept up to date, accurate and not misleading, or that the Companial Website, Services, and/or Content shall be performed error-free, virus-free or uninterrupted, or that they will be accessible at all times. In addition, Companial does not warrant the performance or results you may obtain by using the Companial Website, Services, and/or Content.

          12.2  Content

The selection, accessing, downloading, using and/or making use of any Services or Content are solely at the Partner’s discretion.  No information, whether oral or written, obtained by the Partner or Partner Users from Companial shall be considered an advice or create any, implied or express, warranty or representation for the use of Companial Website or Content. The Partner acknowledges that certain content or offerings made available via Companial Website are non-Companial content, products or services. Companial will not be liable for any damages that the Partner or end-customer may suffer in connection with installing, using, modifying or distributing non-Companial products or services.

You have the sole responsibility and liability for the selection and use of the Companial Website, Services and/or Content and the results and outcome of the use of the Companial Website, Services and/or Content. You agree that you will use the Companial Website, Services and/or Content at your own risk and will not rely on or treat any of it as an expressed warranty.

          12.3  Transfer of Data and Internet

You understand and hereby acknowledge that Companial does not control the transfer of the data over communication facilities, including the internet, and that the access or use of the Companial Website, Services and/or Content may be subject to limitations, delays, and other problems inherent in the use of such communication facilities. Companial will not be responsible for any delays, delivery failures, or other damage resulting from such problems.

          12.4  External Links

Through Companial Website you may be able to link to/access external websites. Links to other websites are provided for the convenience of users only and Companial is not liable or responsible for their content.  We are unable to provide any warranty regarding the accuracy or completeness or legitimacy of the content of such sites, or the reliability or effectiveness of any information provided through external websites.  

          12.5  No Other Warranties

Other than warranties expressly stated in these Terms of Service, Companial makes no warranties, whether express, implied, statutory, or otherwise, as to any matter related to the Companial Website, Services and/or Content including warranties of merchantability, non-infringement of third-party rights, or fitness for a particular purpose. These disclaimers will apply except to the extent applicable laws does not permit them.

13. General terms

          13.1 Reservation of Rights

Companial reserves all rights not expressly granted under these Terms of Service, and no additional rights are granted under the Terms of Service by implication or otherwise.

          13.2 Revisions and Termination

Companial may revise, change or modify, or discontinue the Companial Website, Services and/or Content at any time. When major changes are made to the Companial Business Portal affecting the Partner’s possibility to order or manage orders or their data, Companial will notify the Partner in writing in advance.  In addition, Companial will provide the Partner with at least 30 (thirty) days’ prior notice before removing features or functionality from the Companial Business Portal or Services adversely affecting the Partner’s use of the Services unless legal, security, contractual, or system performance considerations require an expedited removal or change of functionality.

Terms and conditions related to termination of ongoing or ordered but not yet delivered Services is governed in an additional service agreement.

You may discontinue using Companial Website at any time. In case you are a registered user of the Companial Business Portal, you may terminate your access by closing your User Account provided you don’t have any outstanding payments to Companial and comply with other terms and conditions related to specific Services.

          13.3 Notices

Unless otherwise agreed, any notices to be provided by Companial to the Partner or Users will be sent via email, however, if certain notices are general changes affecting all or majority of Companial partners, such notices may be delivered as a general notice (e.g., on the Companial Website, newsletter, banner on the Companial Business Portal). It is the Partner’s responsibility that  e-mail systems work at partner side and can receive emails.

          13.3 Feedback

You may provide feedback to Companial with opinion about and evaluation of the Companial Website, Services and/or Content. Hereby you agree that right, title and interest to any reports, feedback or suggestions relating to the Companial Website, Services and/or Content or any inventions relating to an improvement, modification or enhancement of the Services during, or made as a result of, performance of agreements for such Services, shall be the exclusive property of Companial and that Companial may disclose and use such information for any purposes whatsoever, entirely without obligation of any kind to the Partner Users or the Partner.

Any bugs, problems or suggested improvements can be reported using an e-mail: service@companial.com

          13.4 General Know-How

Companial is entitled to use general know-how gained during the assessment of your requests and/or use of the Companial Website, Services and/or Content for improving Companial offerings and use your data in an aggregated form for statistical purposes. 

          13.5 Non-Employment with Customer

The Partner warrants that it is not acting and shall not act under any employment agreement with the end-customers that it provides Companial Services to. In case of the breach of this provision, the Partner shall reimburse Companial all direct and indirect losses, including reputational damages, arising out of or in connection with such breach.

          13.6  Subcontractors

Companial may engage subcontractors to provide the Companial Website, Services and/or Content at its own discretion. Companial will be responsible for its subcontractors’ actions to the same extent as Companial itself is liable under the Companial Terms of Service. 

          13.7  Force Majeure

Companial shall not be liable for events that constitute force majeure, including war, riots, insurrection, pandemic, general strike, fire, natural disasters, exchange controls, embargoes, failure of telecommunications, power failure, and delivery problems from suppliers, long-term sickness of key employees, serious computer virus and force majeure affecting Companial affiliates, suppliers, and/or sub-contractors.

          13.8  Liability

Companial uses reasonable efforts to maintain the accuracy, quality and safety of the Companial Website, Services, and Content. However, Companial is not liable for delay, non-performance, and/or damages arising from or in connection with any cause attributable to the Partner or outside Companial’s reasonable control (e.g. defects in third party products or services).

Companial, and its affiliates liability shall be limited to direct losses of the Partner and/or User. Indirect losses, including, without limitation, consequential losses, loss of profit, loss of data, or expenses for third party corrective actions and punitive damages shall not be subject to any compensation.

Companial, and its affiliates entire liability arising out of or in connection with these Terms of Service and/or the Companial Website shall not exceed the total fees paid by the Partner or User (whoever the claimant) under these Terms of Service in the 12 (twelve) months preceding the claim, however, never higher.

          13.9  Governing Law and Dispute Resolution

The Terms of Service and any non-contractual obligations arising out of or in connection with the Companial Website, Services and/or Content will be governed, construed and enforced in accordance with the Lithuanian law to the exclusion of any other law and without regard to any conflict of law principles.

The parties shall endeavor to solve all disputes or disagreements through negotiations between the managing directors of the parties. If the dispute or disagreement cannot be resolved through negotiations, the dispute or disagreement shall be finally settled by the competent court of Lithuania. The language to be used in the arbitral proceedings shall be English.

          13.10  Validity

Whenever possible, each provision of these Terms of Service shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision shall be prohibited or considered invalid, such provision shall be ineffective only to the extent of such prohibi­tion or invalidity and shall not invalidate the remainder of such provision or the remaining provisions of these Terms of Service that shall continue in full force and effect.

          13.11  Independent Parties

Any use of the term “partnership” or “partner” is for reference purposes only. The Parties are independent contractors, and these Terms of Service do not create any agency, partnership, joint venture, employment, or other form of association which could impose the liability of one party upon the other. Neither party nor any of its representatives may make any representation, warranty, or promise on behalf of the other party.

          13.12 Survival

All rights and obligations of the parties shall automatically cease upon termination except for such rights or obligations that have accrued prior to such termination. In addition, any provision of the Companial Terms of Service which by its nature or at law, would survive termination of these Terms of Service, including warranties, limitation of liability, confidentiality, shall survive termination of these Terms of Service and shall continue in effect until all obligations have been performed and all claims, demands, suits, actions or liabilities of any nature relating thereto have been settled.

          13.13 Waiver

Failure or delay by either party to enforce any provision of these Terms of Service, or any rights or remedies arising hereunder will not constitute a waiver.  Any waiver must be in writing and executed by the authorized representative of the waiving party.

          13.14 Ownership

Companial Website is owned by 1ClickFactory, UAB, registered address at Sporto st. 7A, Vilnius, Lithuania, enterprise code: 302299771.

14. Contact details

You may contact Companial regarding any matter at service@companial.com. We will do our best to respond as soon as reasonably possible.