The Terms of Service were last updated on DATE.
These Terms of Service describe the terms and conditions that apply to your use and access to Ledidi’s Services. In these terms, Ledidi is referred to as “we,” “us,” or “our”, and "you" refer to the person or legal entity having entered into a subscription agreement with Ledidi (the "Customer"). "Users" refers to the individuals who use the Service on their own behalf or on behalf of the Customer.
1 Description of the services
1.1 The Services
Ledidi provides online cloud software applications designed for creating data registries, data capture, statistical and graphical data analysis, performing surveys, facilitating research collaboration, data sharing and project management. Depending on your subscription, you may have access to all or parts of our Services. A detailed description of the Services and additional resources can be found on our website.
Technical support is available for all users via email or our online support chat. Ledidi may also provide educational and onboarding support through digital material published on our website or inside the applications. Our newsletter, which includes information on new features and useful educational material, is distributed by email to all users, unless you unsubscribe in your account settings. Customized onboarding, educational programs and scientific support may be purchased at additional cost.
We offer our Services through different subscription plans, and the access to the Services depends on the active subscription related to your user account. Information about the different subscription plans is provided on our website.
If a paid subscription connected to your account is canceled or failed to renew (either by you or your subscription provider), your subscription/account including all data and backups will be deleted after 90 days. You will be notified in advance about forthcoming deletion of your user content by email.
2 Ledidi’s responsibilities
2.1 Provision of the Services
(a) Ledidi will use reasonable skill and care to ensure that the Services are available to you according to these Terms of Service and any applicable documentation, including any service description or user guide made available by Ledidi.
(b) We will provide applicable technical support for the Services to you at no additional charge. Upgraded technical support, customized onboarding, educational programs and scientific support may be purchased at additional cost.
c) We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for; (i) planned downtime (which Ledidi shall attempt to schedule outside the core time (from 8.00 am until 4.00 pm on working days CET) and in such a way that the accessibility of the affected Service is impacted as little as possible, and (ii) in circumstances that according to Norwegian law is considered “force majeure”. The user acknowledges and agrees that the Services may be subject to limitations, failures, delays and other problems inherent in the use of facilities accessed across the Internet and that, if necessary, maintenance may also be carried out during the core hours. Such activity shall not constitute a breach of these Terms of Service.
d) Ledidi will use reasonable skill and care to provide the quality and functionality of our Services but provides no warranty with respect to any given availability or functionality of the Services or that the Services at any time will be free of failures or defects.
e) In the event that the Services are not available or there are serious failures or defects, Ledidi will make reasonable efforts to correct the non-conformity. If Ledidi is unable to correct the non-conformity within sixty (60) days after receipt of written notice, you have the right to terminate the Terms of Service and receive a refund, on a pro rata basis, of any annual fees prepaid that are unused.
2.2 Security and protection of User Content
Ledidi will maintain administrative, physical, technical, organisational and other security measures to protect against unauthorised access to, or destruction, loss, unavailability or alteration of, any User Content processed or stored by any of the Services. Ledidi will be responsible for unauthorised access and damage to, and for unauthorised disclosure, deletion, destruction and loss of User Content to the extent this is caused by Ledidi’s breach of its obligations under these Terms of Service. Ledidi offers functionality allowing export of data. Ledidi deploys and operates its Services at data centres provided by Amazon Web Services (AWS). The infrastructure that AWS provides is designed and managed in alignment with security best practices and internationally recognised IT security standards.
Ledidi regularly conducts security audits through a third-party auditor on our organisational, technical and security measures. Ledidi is ISO 27001 certified.
3 Your responsibilities
You are responsible for your compliance with these Terms of Service and complying with all laws and regulations applicable to the use of the Services.
3.1 Contact information and notifications
Users are required to provide their full name, email address and phone number. Users under an enterprise agreement are also required to provide the correct workplace. This information must be updated in the user account whenever there are any changes. We will use this email address to provide you with any notice under these Terms of Service or by posting a notice on our website.
3.2 User accounts and your content
You are responsible for all activity occurring under your Users' user accounts (except to the extent any such activity is caused by Ledidi), and you have the ownership and are responsible for your User Content.
3.3 Privacy laws and Data Processing Agreement
You are the Data Controller of any Personal Data your User Content may contain, and we process your User Content on your behalf and on your instructions in our capacity as a Data Processor. As a Data Controller, you are responsible for complying with applicable privacy laws and regulations, including the accuracy, quality, and legality of any Personal Data collected, stored and processed. When you create a project in our Services, you will be guided by a wizard and asked to enter a Data Processing Agreement (DPA) with us if your project will contain Personal Data. It is your responsibility as a Data Controller to ensure that a DPA is entered into, that you have the legal authority to enter into the DPA, and that you provide the required information for the DPA to be legally valid.
3.4 Password and two-factor authentication
Ledidi enforces a strict password policy, and access to the Services requires two-factor authentication with username and password in combination with a code generated by a two-factor authentication app (i.e. Google Authenticator) on your Users' mobile phone. We encourage Users to use a strong password to protect your user account from unauthorised access. Users must not use the same password to access the Ledidi account as the ones used with other accounts or services. Username and passwords must be protected to prevent others from accessing the Ledidi account.
3.5 Unauthorised use
The User shall notify Ledidi promptly upon becoming aware of any unauthorised use of any user password or account credentials or any other breach of the security of the Service.
The User shall also notify Ledidi promptly upon becoming aware of, and make a reasonable effort to stop, any unauthorised copying, distribution, or other misuse of any aspect of the Services, including any use of the Services contrary to the Terms of Service.
The user may not use, or facilitate or allow others to use the Services:
for any illegal or fraudulent activity;
to violate the rights of others;
to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm;
for any content or activity that promotes child sexual exploitation or abuse;
to violate the security, integrity, or availability of any user, network, computer or communications system, software application, or network or computing device;
to distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations (or “spam”).
3.6 Secure internet connection and browser
The Services are accessed with the necessary equipment and software through the internet, and it is the Users' responsibility to ensure that their connection to the internet is secure (i.e. password-protected and encrypted wi-fi connection), that their browser has the latest security updates, that your security settings in their browser are properly configured, and that their connection has sufficient bandwidth for the Services to run smoothly.
The Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Ledidi is not responsible for any delays, delivery failures, or other damage resulting from such problems.
3.7 Extraction of User Content upon deletion
It is your responsibility to extract all User Content before your account is deleted. Regardless of the basis for expiration or termination of these Terms of Service, Ledidi will automatically delete all User Content including backups 90 days after any such expiration or termination, unless otherwise agreed in advance by the Parties in writing.
You and Ledidi warrant to always comply with their respective obligations under all applicable Data Privacy Laws.
4.1 You are the Data Controller of your User Content
You are responsible for all User Content you collect, store and process under your account, and you are the Data Controller of any Personal Data your User Content may contain. We process your User Content on your behalf and on your instructions in our capacity as a Data Processor. If your User Content contains Personal Data, the processing is regulated by a DPA between you as the Controller of Personal Data and Ledidi as the Processor. The DPA should be entered into before any processing takes place by Ledidi.
You are responsible for ensuring that no User Content containing Personal Data is transferred to Ledidi for processing on your behalf before a DPA is signed. In the event of a conflict between these Terms of Service and the DPA, the DPA shall prevail. If you fail to enter into a DPA with Ledidi when required, you will be in breach of these Terms of Service.
4.2 Ledidi is the Data Controller of personal data about Users
Both Ledidi and you shall hold the other Party’s Confidential Information in confidence and shall not make such information available to any third-party or use such information for any purpose other than to perform its obligations under these Terms of Service. The confidentiality obligation shall apply to the Parties’ employees, subcontractors and any third parties who act on behalf of the Parties in connection with the performance of the Terms of Service. The Parties may only disclose Confidential Information to such subcontractors and third parties to the extent necessary for the performances under the Terms of Service, provided that such parties are subject to a confidentiality obligation corresponding to this provision.
The confidentiality obligation pursuant to this provision shall not prevent the disclosure of information if such disclosure is demanded pursuant to laws or regulations. The other Party shall, if possible, be notified prior to such disclosure.
The obligations of confidentiality set out in this section shall apply indefinitely.
6 Use restrictions
The Services shall only be used by named Users whose identity has been provided to Ledidi when signing up to the Service. Your Users' user accounts are personal, and Users may not share their user account or user credentials with others.
The User shall not, without Ledidi’s prior written consent, cause or permit the:
(a) use, copying, modification, rental, lease, sublease, sublicense, transfer or other commercial exploitation of, or other third-party access to, any element of the Services, except to the extent expressly permitted by these Terms of Service ;
(b) create any modifications or derivative works based on the Services;
(c)I reverse engineering of any of the Services;
(d) gain unauthorized access to any of the Services or their related systems or networks (for example, by impersonation of another user of the Services or provision of false identity information);
(e) interference with or disruption of the integrity or performance of the Services or the data contained therein (for example, via unauthorized benchmark testing or penetration testing);
(f) sending, storing or use of any User Content on the Service for which the user lacks sufficient ownership or other rights; or
(g) sending, storing or use of any infringing, obscene, threatening, libellous or otherwise unlawful or tortious material in connection with the Service (including, without limitation, any illegal spam, or any material that is harmful to children or violates any third-party privacy rights). The User must use reasonable security measures to access the Services, and must not knowingly send, store or use any material containing any viruses, worms, Trojan horses or other malicious or harmful computer code, files, scripts, agents or programs in connection with the Services.
Ledidi reserves the right to take all steps reasonably necessary to protect the security, integrity, or availability of the Services (e.g., by temporarily suspending access by anyone who introduces malicious code or attempts to do so), notwithstanding anything to the contrary in these Terms of Service.
7 Termination and deletion of accounts
You can terminate these Terms of Service , for any reason by providing us written notice of termination of service and deletion of account.
Your account is set inaccessible at the time you give notice, but any remaining data that you have not deleted is kept so that it can be restored for 90 days after notice is given. This is a security measure in case unintended actions led to the deletion. After 90 days, all data is deleted including backups. Any subscriptions connected to your account will run until the end of term, independently of the deletion.
8 Cloud service provider
Ledidi deploys and operates its Services at data centres provided by Amazon Web Services, Inc. (AWS). All data stored and processed by Ledidi in our capacity as a Data Processor resides on AWS data centers located in Frankfurt, Germany, unless otherwise specified in writing in any additional agreement (i.e. DPA).
Ledidi reserves the right to change our cloud service provider at any time. However, in such an event, you will be given a minimum of three months’ notice, to allow you to evaluate the technical and legal effects of such a change.
9 Third-party services
We may provide access to or promote third-party services or products (“Third-Party Services”) that utilize, integrate, or provide additional services to the Services Ledidi provides. These Third-Party Services are optional, and you access and use any Third-Party Service based on your own evaluation and risk assessment.
10 Property rights and licenses
10.1 Ownership of the Services
Ledidi and its licensors retain all rights, titles and interests in and to the Services (including, without limitation, all Intellectual Property Rights), including all copies, modifications, extensions and derivative works thereof. Your right to use the Services is limited to the rights expressly granted in these Terms of Service. All rights not expressly granted to you are reserved and retained by Ledidi and its licensors.
10.2 Ownership of your User Content
All User Content is your property. Ledidi obtains no rights under these Terms of Service from you to the User Content including all copies, modifications, extensions and derivative works.
10.3 Grant of Rights
Subject to the terms and conditions of these Terms of Service , Ledidi hereby grants you the non-exclusive, non-transferable, worldwide, right to access and use the Services during the term of your subscription.
10.4 License by you
Under these Terms of Service, you grant to Ledidi a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by you.
In the event of a Party’s breach of the Terms of Service, the other Party is entitled to claim compensation for direct documented loss that is suffered because of the breach. The Parties are not liable for indirect or consequential losses, such as lost profit, losses caused by delayed start or disruption of production, deprivation or losses caused by lost data.
The maximum compensation during a 12 months’ period is under all circumstances limited to the payable fees for this period. The limitations of liability shall not apply in the event of gross negligence or willful misconduct.
12 Additional legal terms
12.1 Changes and notifications
We reserve the right to make enhancements, modifications, replacements and other changes to the Services, including discontinuation of any of our Services or removal of certain features and functionality from time to time.
Ledidi may also, with three months’ notice and solely with prospective effect, modify, change or add to the terms and conditions of these Terms of Service including prices and subscription plans.
We will in these cases provide (i) information regarding any matter which we reasonably consider to be non-material on our website; (ii) information regarding any matter which we reasonably consider to be material by sending a message to the email address related to your account.
12.2 Choice of Law and Dispute Resolution
These Terms of Service are governed by Norwegian law. The Parties shall attempt to solve any dispute by negotiations. If such negotiations do not result in an amicable settlement, the dispute shall be resolved by arbitration according to the Norwegian act on arbitration. The seat of arbitration shall be in Oslo.
12.3 Force Majeure
If either Party is prevented from performing, or is unable to perform, any of its obligations under these Terms of Service, other than payment obligations, due to any cause beyond its reasonable control, the affected Party’s performance will be excused for the resulting period of delay or inability to perform. Such causes include but are not limited to, war, riots, labour unrest, fire, earthquake, flood, hurricane, other natural disasters and acts of God, Internet service failures or delays, and denial of service attacks and any other circumstance that according to Norwegian law is considered “force majeure”. Each Party is entitled to terminate these Terms of Service with immediate effect upon written notice to the other Party if one and the same force majeure situation has lasted for a consecutive period of 90 days.
12.5 Termination for Cause
Either Party may terminate the Terms of Service for cause upon written notice if (i) the other Party fails to cure any material breach of these Terms of Service within thirty (30) days after receiving reasonably detailed written notice from the other Party alleging the breach, or (ii) the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
“Agreement” means the Subscription Agreement, Data Processing Agreements you have accepted
“Confidential Information” means all information and materials disclosed by a Party to the other Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
“Data Controller” has the same meaning as in GDPR article 4 (1) no 7.
“Data Processor” has the same meaning as in GDPR article 4 (1) no 8
“Intellectual Property Rights” means rights under any copyright, patent, trademark, trade secret and other intellectual property laws worldwide.
“Ledidi” means Ledidi AS, a limited liability company organized under Norwegian law with enterprise number 917137137.
“Parties” means the Customer and Ledidi (and “Party” shall mean either one).
“Personal Data” means information relating to a natural person as such term is defined by the applicable Privacy Laws, including the General Data Protection Regulation (EU) 2016/679 (GDPR).
“Privacy Laws” means all laws and regulations regarding data privacy and processing of Personal Data that apply to Ledidi’s provision of the Services to the User.
“Services” means all the products and services provided by Ledidi.
“User Content” means electronic data and information entered by or for the User in the Services.