Confidentiality and Non-disclosure Notice
Confidentiality and Non-disclosure Notice
This Confidentiality and Nondisclosure Notice (the “Notice”) applies to the use of the Advapay OÜ’s (the “Disclosing Party”) Advapay Website by you (the “Customer” or “you”) and the receiving services including Confidential Information via the Advapay Website (collectively, the “Services”) or via other Advapay related sites, apps, e-mail and communication channels that state that they are offered under Advapay’s Terms and Conditions. The Disclosing Party and Customer jointly referred to as the “Parties”.
Nondisclosure and Non-Use of Confidential Information
The Customer shall take every precaution for both, keeping its own Confidential Information secret and preventing the unauthorised use, disclosure, publication or dissemination of such Confidential Information. The Parties may disclose the Confidential Information to their superior authorities, affiliates, representatives and professional advisers, provided that the above persons agree to be responsible on a par with the Parties. The Parties shall be held liable for any violation of agreement by these organisations, their representatives and advisers. An affiliate shall mean an enterprise 50% of shares in which are held or controlled, directly or indirectly, by either Party. The purpose of the disclosure of information by the Disclosing Party is to enable the Customer to evaluate and comment on certain Confidential Information in order to consider a possibility of business cooperation or strategic transaction between the Parties (the “Purpose”). The Customer shall not use the Confidential Information for any other purposes different from the purpose of its disclosure unless a written permit has been provided to that Party from an authorised representative of the Disclosing Party. The Customer may disclose confidential information if there is a request, demand or resolution of any judicial or state authorities given the Customer takes all reasonable efforts to notify the Disclosing Party on such request, demand or resolution and provide the Disclosing Party beforehand with substantiated advice to appeal against such request, demand or resolution.
The Customer shall not without prior written permit of the Disclosing Party disclose the Confidential Information or the data related to the fact that such information has been provided to the Customer and that the Parties conduct negotiations on the conclusion of a business agreement, it shall also instruct its directors, employees and representatives authorised to access the Confidential Information on the non-disclosure of such information to third parties. The Customer may disclose confidential information if it has received a written opinion of its outside adviser stating the necessity to disclose such information in order to avoid the violation of the law or the relevant stock exchange rules. In this case the Customer shall advise the Disclosing Party beforehand about its intention to disclose such information.
All the Confidential Information is the property of the Disclosing Party. This Notice shall not imply any rights or benefits with regard to the Confidential Information it shall not give any such rights or benefits, either.
The Disclosing Party shall guarantee that it is authorised to disclose the Confidential Information to the Customer. Otherwise all the information shall be supplied without any guarantees as to its accuracy, reliability or the compliance with the Purpose of the Agreement.
Return of Confidential Information and Documentation
The Customer shall promptly return all material Confidential Information provided to it by the Disclosing Party including, without limitation, all computer programs, documents, records, plans, drawings and the copies thereof by written notice of the Disclosing Party. In which case:
The Customer shall destruct such information in full if it forms part of the Confidential Information of the Customer.
The Customer may keep copies of the above documents in the legal department of the company in the form of files with restricted access to be used if any disagreements arise between the Parties and exclusively for that purpose.
Should any provision of this Notice be or become invalid or incomplete, in whole or in part, the validity of the remaining provisions shall not be affected. Any such invalid provision or any gap in this Notice shall be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and purpose of such invalid or incomplete provision.
This Notice and the legal relationship between you and Disclosing Party created hereunder are governed solely and exclusively by Estonian law.
This Notice may be terminated by either party with 60 days prior written notice (e-mail sufficient). In addition, Disclosing Party reserves the right to terminate this Notice and/or suspend your use of the Advapay Website (or any parts thereof) and receiving Confidential Information at any time if you breach any provisions of this Notice.