Terms of service

About these terms

Who we are. EditWise is a product of OneCodeToRuleAll d.o.o. (short name OCTRA), a limited liability company registered with the Serbian Business Registers Agency under registration number (matični broj) 21564516, with tax identification number (PIB) 111898813 and its seat at Sinđelićeva 6, 19000 Zaječar, Serbia. In these terms, "we", "us" and "EditWise" mean OCTRA. Write to us at contact@editwise.io.

Two parts.

• Part A applies to everyone who visits editwise.io, books a call with us, or reports content to us.
• Part B is our Master Agreement. It applies to the business named on an Order Form signed by both of us ("you"), and to everyone you give access to EditWise.

Accepting these terms. You accept Part A by using editwise.io. Part B binds you when you sign an Order Form that refers to it. If you accept for a company, you confirm that you are authorized to bind it.

Part A: The website, calls and content reports

A1. Using editwise.io

You may browse editwise.io and use its content to learn about EditWise and decide whether to buy it. You must not:

1. copy, scrape or harvest the site in bulk, except for search engines and archiving services that follow our robots.txt file;
2. probe, scan or overload the site, or try to get around its security;
3. submit a form with false details, or with someone else's details without their permission;
4. use the site in any way that breaks the law.

A2. Information on the site

1. The site describes EditWise and our prices as of the date shown. Prices exclude applicable tax.
2. Nothing on the site is an offer you can accept. A contract exists only when you and we sign an Order Form.
3. Guides, articles and examples on the site are general information. They are not legal, tax or accounting advice.
4. We may change or remove any part of the site at any time.

A3. Other companies' names and comparison pages

Product and company names on our comparison pages are trademarks of their owners. We use them only to identify those products. Their owners do not endorse us and are not affiliated with us. Each comparison gives our view on the "last verified" date shown, based on the public sources it links to. If you believe a statement about your product is wrong, write to contact@editwise.io. We check it promptly and correct what is wrong.

A4. Our content

editwise.io, the EditWise name and logo, and the text, design, images and videos on the site belong to OCTRA or its licensors. Using the site gives you no right to use them except as these terms allow.

A5. Booking a call and your demonstration workspace

1. Booking a call commits neither of us to anything. We may decline or move a booking, for example when EditWise is not yet a fit for a team of your size.
2. After our first call, we may build a demonstration workspace for your business from your public website and from what you tell us. It is private: only your team and ours see it. It is a demonstration, not an offer.
3. If you do not sign an Order Form, we delete the demonstration workspace 90 days after our last contact with you, or within 5 working days if you ask us to delete it sooner. If you sign, it becomes your workspace under Part B.
4. We record a call only if everyone on it agrees at the start. How we handle booking and call data is set out in our Privacy policy at editwise.io/privacy.

A6. Links to other sites

Links to other websites are for convenience. We do not control those sites and are not responsible for them.

A7. Reporting illegal content

1. How to report. If you believe content stored in EditWise is illegal, email contact@editwise.io. Include:
   1. why you believe the content is illegal;
   2. where it is, such as the exact review link or portal address;
   3. your name and email address, unless the report concerns child sexual abuse material;
   4. a statement that you believe in good faith that your report is accurate and complete.
2. What we do. We confirm receipt, and a person reviews every report carefully and objectively. We do not use automated tools to detect content or to decide on reports. We tell you our decision and how you can challenge it. We handle the customer whose content it is as our Acceptable use policy sets out: notice first, and the narrowest restriction that resolves the problem. When we restrict content, we tell that customer what we restricted, why, and how to challenge it. Either of you can ask us to look again by replying within 14 days, and a person reviews the decision again. You can also go to a court or a competent authority.
3. Points of contact under the EU Digital Services Act. Our single point of contact for the authorities of EU Member States, the European Commission and the European Board for Digital Services, and for users of our service, is contact@editwise.io, or post to OneCodeToRuleAll d.o.o., Legal, Sinđelićeva 6, 19000 Zaječar, Serbia. You choose which. You can write to us in English or Serbian.
4. We are a hosting provider, not a tribunal. Nothing here makes us responsible for judging a dispute between a customer and a third party.

Part B: Master Agreement

1. Definitions

In Part B:

1. "Agreement" means the Order Form, this Master Agreement and the documents listed in clause 2.1.
2. "Order Form" means the order form signed by you and us that refers to this Master Agreement.
3. "Effective Date" means the date stated as such on the Order Form or, if none is stated, the date of the last signature on it.
4. "Initial Term" means the subscription period stated on the Order Form. "Subscription Period" means the Initial Term or any one renewal period. "Term" means the Initial Term and every renewal period together.
5. "Service" means the EditWise software and hosted service, including the client portal, review links and request forms, and the documentation we make available for it.
6. "Customer Data" means all data uploaded to, generated within or transmitted through the Service by you or on your behalf, including media files, comments, project records, invoices you create and account records.
7. "Paid Seat" means a named person in your workspace who is assigned work or logs time.
8. "Guest" means a client contact, external reviewer, guest approver, stakeholder or any other person who only views, comments on or approves work in your workspace.
9. "Users" means your Paid Seats and your Guests.
10. "Professional Services" means setup, data migration, Configuration Blocks, Relaunches and any other services we perform for you under an Order Form.

2. Documents that form the Agreement

2.1 Documents forming this agreement. The following are incorporated into and form part of this agreement:

2.2 Order of precedence. In the event of conflict, the Order Form prevails over this Master Agreement, and this Master Agreement prevails over the policies listed above, save that the Data Processing Agreement prevails in respect of the processing of personal data and the Standard Contractual Clauses prevail over the Data Processing Agreement.

2.3 Archived versions. We archive a dated copy of every version of each document above. On request we will produce the exact text that was in force on the date you signed.

2.4 Your purchasing documents. Terms in your purchase order, supplier registration, procurement portal or any similar document do not apply, even if we sign, accept or acknowledge that document, unless the Order Form expressly says they do.

2.5 Policies that are not part of the Agreement. Our Privacy policy, Cookie policy and Refund policy are not part of the Agreement. The Refund policy summarizes refund terms set out in this Master Agreement. Where they differ, this Master Agreement applies.

3. Business customers only

3.1 EditWise is sold only to businesses. You confirm that you enter the Agreement for your trade, business or profession, and not as a consumer.

3.2 If you are established in the European Union, a VAT identification number that validates in the EU VIES system is a condition of sale. If you are established elsewhere, you give us the tax registration details we reasonably ask for.

3.3 You confirm that the details you give us about your business are complete and accurate, and you tell us promptly when they change.

4. Your right to use EditWise

4.1 License. Subject to the Agreement and to payment of the fees, we grant you, for the Term, a non-exclusive and non-transferable right, without the right to sublicense, to use the Service, including the EditWise computer program, through your Users, for your internal business purposes and for your work with your own clients.

4.2 What the fees pay for. Each seat fee, gives you the right to use the EditWise software under clause 4.1, and the remainder is the fee for hosting, maintenance and support. Professional Services and extra storage are priced separately on the Order Form.

4.3 Restrictions. You and your Users must follow the Acceptable use policy. In particular, you must not:

1. resell, sublicense, rent or provide the Service to a third party as your own, except that your Guests may use it for their work with you;
2. copy, modify, decompile or reverse engineer the software, except to the extent the law allows this despite this restriction;
3. use the Service to build a competing product;
4. remove or alter our proprietary notices.

4.4 One product. Every EditWise feature is available to every customer. What your Users see is set by your install scope, module visibility and roles, which you control. We improve the Service continuously, and we will not materially reduce its overall functionality during your current Subscription Period.

4.5 Preview features. We may offer features labeled as beta or preview. They are optional, may change or end at any time, are provided as they are, and are excluded from the Service level agreement.

4.6 Affiliates. If the Order Form names your affiliates, they may use the Service under the Agreement, and you are responsible for them.

5. Users, Guests and review links

5.1 Paid Seats. Each Paid Seat is a named person. You may reassign a Paid Seat to another person at any time, as often as you like, at no charge. Users must not share sign-in details.

5.2 Guests are free. Guests do not need a Paid Seat, and there is no limit on their number. Anyone else with access to your workspace needs a Paid Seat.

5.3 Your responsibility for Users. Users act under your workspace. You are responsible for their use of the Service and for their compliance with the Agreement as if it were your own. You decide who has access and what each User can see. Where you are the controller of a User's personal data, you give them the privacy information the law requires.

5.4 Review links. Anyone who holds a review link can use it, without an account. You decide who receives review links and when to revoke them.

5.5 Account security. Keep sign-in access to your workspace secure. Tell us at contact@editwise.io without delay if you suspect unauthorized access.

5.6 Counting seats. Your account has a minimum of five Paid Seats. We reconcile Paid Seats monthly. Seats added during a Subscription Period are charged pro rata for the rest of that Subscription Period. Seats removed during a Subscription Period leave your bill at your next renewal.

6. Setup and other Professional Services

6.1 Setup. Setup has the fixed scope published on our pricing page and stated in your Order Form: your workspace built with your clients, contacts, users, roles and permissions; project templates; intake forms; your branding on the portal, review links and client touchpoints; your chosen install scope configured; one live handover session; and recorded training for each role. Setup does not include moving historical data, which is data migration under clause 6.4.

6.2 What we need from you. You name a sponsor who can make decisions for you, give us the baseline information and access we ask for, review and approve the configuration, and make your people available for training, each in good time. Our dates move by any delay you cause.

6.3 Go-live date guarantee. The Order Form states the agreed go-live date and the go-live guarantee. If we miss the go-live date for a reason within our control, you receive the guarantee as the Order Form states it. The guarantee is your only remedy for a missed go-live date, unless the delay also breaches another part of the Agreement.

6.4 Data migration. We move historical data only under a separately scoped and quoted data migration. You check the migrated data within 10 working days of handover and tell us of any errors. We correct errors we caused at no charge.

6.5 Change Windows, Configuration Blocks and Relaunches. Annual plans include one Change Window each year, as our pricing page describes. Configuration work beyond them is bought in Configuration Blocks. Each Configuration Block is valid for 12 months from purchase, and unused hours expire without refund. A Relaunch is scoped and quoted separately.

6.6 Training recordings. You may use the training recordings we provide inside your organization during the Term.

6.7 How we perform. We perform Professional Services with reasonable skill and care, using suitably experienced people.

7. Fees, invoices and payment

7.1 Fees. The fees, the plan and the billing term are stated in the Order Form. All fees are in US dollars.

7.2 Invoicing. Annual plans are invoiced for the year in advance. Month-to-month plans are invoiced monthly in advance, and each of the first 12 monthly invoices includes one twelfth of the setup fee. Extra storage is charged on actual usage, rounded up to the next 2 TB block, and invoiced monthly. Seats added during a Subscription Period are invoiced when they are added.

7.3 Payment. You pay each invoice by bank transfer in US dollars to the account stated on the invoice, quoting its payment reference, within 14 days of the invoice date unless the Order Form says otherwise. You pay your own bank's charges and any intermediary bank's charges, so that we receive the full invoiced amount. We do not take card payments at this moment.

7.4 Taxes. Prices exclude applicable tax. If you are a business established in the EU or the United Kingdom, our invoices to you are issued under the reverse charge, and you account for VAT in your own country. If the law requires you to withhold tax from a payment to us, you pay the additional amount needed for us to receive the full invoiced amount, and you give us the official receipt for the tax withheld. We give you the tax forms you reasonably ask for, such as Form W-8BEN-E for customers in the United States.

7.5 Late payment. If an invoice is unpaid when due, we send reminders. If it is still unpaid 30 days after the due date, we may suspend the Service after giving you at least 10 days' written notice. Overdue amounts that are not disputed bear default interest at the statutory rate under Serbian law from the due date. A suspension never affects your right to get your data out: clause 9, item 9, applies.

7.6 Disputed invoices. If you dispute an invoice in good faith, tell contact@editwise.io within 15 days of the invoice date, give your reasons, and pay the part you do not dispute. While we work it out, we do not suspend the Service or charge interest over the disputed amount.

7.7 Fee changes. Fees change only at renewal, and only as clause 8(e) allows.

8. Term and renewal

(a) The Initial Term is stated on the Order Form and begins on the Effective Date.

(b) This subscription renews automatically for successive periods equal to the Initial Term unless either party gives notice of non-renewal.

(c) You may decline renewal at any time up to and including the last day of the then-current term. There is no advance notice period and no early cancellation charge. Notice may be given by email to contact@editwise.io, in writing, or through the cancellation function in the application where available.

(d) We will email you a reminder approximately 28 days before each renewal date, to the renewal notice contact stated on the Order Form. The reminder will state the renewal date, the term being entered, the amount that will be invoiced, any change to that amount from the current term, and how to decline. You may nominate a different renewal notice contact at any time.

(e) Price at renewal. Fees at renewal are our then-current published fees for your configuration. We will not increase your seat rate or storage rate by more than the annual change in the US consumer price index or 5 percent, whichever is higher at any renewal, and not more than once in any 12-month period, without your written agreement, and any increase will be stated in the reminder under (d). Your first renewal of an annual plan is at the same seat and storage rates as your Initial Term.

(f) If we fail to send the reminder under (d), the renewal does not take effect and the subscription continues on a month-to-month basis at the rates of the term that has ended, until 28 days after we send a compliant reminder. The renewal then takes effect for a full renewal period, unless you decline it before then. You may cancel at any time during that period and we will refund fees paid in advance for the unused remainder.

(g) On non-renewal, clause 9 applies.

(h) Month-to-month plans. On a month-to-month plan, the Initial Term and each renewal period are one month. Subsections (d) and (f) do not apply to it. Instead, each monthly invoice states the amount for the coming month and how to cancel, and we tell you of any increase under (e) by email at least 30 days before the first monthly invoice that carries it. Canceling stops the next month's charge. The month already paid runs to its end, and there is no refund for part of a month. Setup parts not yet invoiced stay owed and are invoiced with your final monthly invoice. They are the unpaid balance of a fee already earned, not a cancellation charge under (c).

9. Your data, and getting it out

1. It is yours the whole time. Ask us during your subscription, as often as you like, and we will deliver a complete export of your workspace within 5 working days, at no charge, in open formats. You do not need our permission and you do not need to give us a reason.

2. What you get. A complete export of your workspace:

• Media: every deliverable and every version, as the original files you uploaded, in the format you uploaded them.
• Records: projects, deliverables, versions, comments and threads with their timestamps and authors, revision rounds, approvals, clients and contacts, intake submissions, communication log entries, tasks, time entries, expenses, budgets and users, the activity and audit log, workspace settings, roles and permissions, project templates and request forms, in CSV and JSON.
• Invoices: as PDFs, plus the underlying line-item data in CSV.
• A manifest: a machine-readable index mapping every file to the project, deliverable and version it belongs to, so the export is reconstructable rather than a folder of files with no structure.

3. Open formats, no lock. Everything is delivered in formats that open without EditWise: original media files, CSV, JSON, PDF. There is no proprietary container and no export that requires our software to read.

4. After you leave: 30 days. Your workspace stays available to read for 30 days after your subscription ends. You can sign in and look at everything, and ask us for exports as often as you need. Each is delivered within 5 working days. You cannot upload new work or start new projects. If you ask for an export during the last 5 working days of this period, we deliver it, and deletion waits until it is delivered.

5. Then we delete. At the end of the 30 days we delete your data from our live systems. Copies remaining in encrypted backups are overwritten in the ordinary backup cycle within a further 35 days, and stay protected by this agreement until they are. Media files still under a storage lock that day are deleted when the lock ends, within 5 days.

6. Certificate of deletion. Ask us and we will send you a signed certificate of deletion, stating what was deleted, when, and confirming that backup copies have been or will be overwritten by a stated date. There is no charge and we will send it within 5 working days of the request. You can ask before you leave, and we will send it when deletion completes.

7. If you need longer. Ask before the 30 days are up and we will extend it. We would rather you left with everything than left in a hurry. An extension is free for the first 30 days and after that is charged at our storage rate.

8. Client review links. Live review links to your deliverables stop working on the day your subscription ends, so that your clients do not see a portal you no longer control. Your own access to that content continues for the full 30 days. If you have live client reviews running at termination, tell us and we will agree how to close them out.

9. We will not hold your data hostage. Export and deletion are not conditional on your account being paid up. If there is a dispute over fees, we will pursue it as a debt like anyone else. We will not use your clients' unreleased work as leverage.

10. Switching provider under the EU Data Act

10.1 When this clause applies. This clause applies where Regulation (EU) 2023/2854 (the Data Act) gives you switching rights, which is generally when you are established in the European Union. It adds to clause 9 and takes nothing away from it.

10.2 Starting a switch. You may ask us at any time, by email to contact@editwise.io, to move your data to another provider or to your own systems, or only to erase it. The notice period is two months, or any shorter period you choose. When the notice period ends, you tell us whether you are moving to another provider (and which), moving to your own systems, or asking only for erasure.

10.3 Transitional period. When the notice period ends, a transitional period of up to 30 days begins. During it we:

1. keep the Service running for you;
2. give you a complete export of the data listed in clause 9, item 2, which is the full list of the data and digital assets you can port;
3. give you, and any provider you authorize, reasonable help and the information you need to carry out your exit;
4. tell you about any known risk to continuity; and
5. keep your data secure.

You may extend the transitional period once, for a period you consider appropriate, by telling us before it ends. If 30 days is technically not feasible, we tell you within 14 working days of your request, explain why, and propose an alternative period of no more than seven months, during which we keep the Service running.

10.4 Retrieval and erasure. After the transitional period, you have at least 30 days to retrieve your data, which runs as the 30-day period in clause 9, item 4. When it ends, and once the switch has succeeded, we erase all your exportable data and digital assets as clause 9, items 5 and 6, describe.

10.5 When the Agreement ends. The Agreement ends when the switch is complete or, if you asked only for erasure, when the notice period has ended and your data is erased. We confirm the end date to you in writing.

10.6 No switching charges. We charge nothing for switching or for exporting your data.

10.7 Fixed terms. If you end the Agreement under this clause during an annual plan, by switching or by asking only for erasure, we refund the fees you prepaid for the full months of the Subscription Period that remain after the Agreement ends, minus an early termination charge. The charge is the setup fee that was waived for your annual plan, as stated on your Order Form, reduced by one twelfth for each full month of the Subscription Period already completed. We charge no other early termination penalty.

10.8 Data we do not export. Only our infrastructure and system logs, our security monitoring data and our source code are excluded from export, because exporting them would expose our trade secrets or the security of the Service. No exclusion delays your switch.

10.9 Where your data is processed. The jurisdiction of the infrastructure that runs the Service, and our measures against unlawful access by governments outside the EU, are described at editwise.io/sub-processors, editwise.io/security and editwise.io/transfer-impact-assessment.

10.10 Export formats. The structure and format of every export file, field by field, are published at editwise.io/data-exit and kept up to date.

11. Customer Data

11.1 Ownership and our license. You own your Customer Data. Our Acceptable use policy, sections 2 and 3, sets out the limited license you give us to host and process it, and the limits on that license. We never sell Customer Data, never use it in our marketing without your written permission, and never use it to train machine learning models.

11.2 Personal data. Our Data processing agreement governs personal data within Customer Data. You are the controller and we are your processor. The limited data we handle as a controller on our own account, such as account administration and billing records, security logs and aggregate usage statistics, is covered by our Privacy policy.

11.3 Your responsibilities. You are responsible for your Customer Data, for holding the rights and permissions described in the Acceptable use policy, section 4, and for having a lawful basis for any personal data in it.

11.4 Keep your own masters. EditWise is where work gets reviewed, approved and billed. It is not your archive of record. We back up the Service as our Disaster recovery page describes, and you keep your own copies of master files and final deliverables.

11.5 Statistics. We may use aggregate, de-identified operational statistics as the Acceptable use policy, section 2.6, describes. They never contain your content, your clients' identities, or anything traceable to a person or a project.

12. Features that use artificial intelligence

12.1 Some features may use artificial intelligence. They stay switched off until your administrator switches them on, and each is labeled in the product, so Users know when they are working with one.

12.2 We describe what each feature does before you switch it on. You decide whether and how to use it.

12.3 Output from these features can be wrong. A person should review it before you rely on it or send it to a client.

12.4 We never use Customer Data to train machine learning models, our own or anyone else's. The providers that run these features are sub-processors. We list them at editwise.io/sub-processors and add a new one only after at least 30 days' notice.

13. Confidentiality

13.1 What is confidential. "Confidential Information" means non-public information that one party discloses to the other and that is marked confidential, or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. Your Order Form terms, non-public features of the Service and our security information are ours.

13.2 How it is protected. The party receiving Confidential Information:

1. uses it only to perform or use the Agreement;
2. protects it with at least reasonable care; and
3. shares it only with its employees, contractors and professional advisers who need it for that purpose and are bound by confidentiality duties at least as strict as these.

13.3 Exceptions. These duties do not cover information that is or becomes public through no fault of the receiving party, that it lawfully knew before, that it lawfully receives from a third party free of any duty of confidentiality, or that it develops independently.

13.4 Disclosure required by law. If the law requires disclosure, the receiving party discloses only what is required and, where the law allows, tells the other party first, so it can seek protection.

13.5 Duration. These duties last for the Agreement and five years after it ends, and for trade secrets and Customer Data, for as long as they remain confidential.

14. Security

14.1 We maintain the technical and organizational measures described in Annex II of the Data processing agreement and at editwise.io/security, and we will not materially reduce the overall level of security during your Term.

14.2 We notify you of a personal data breach affecting Customer Data as the Data processing agreement, clause 8.2, sets out.

14.3 You configure roles, permissions, visibility, downloads and review links. We provide the controls; you decide who inside and outside your firm can see what.

15. Intellectual property

15.1 We and our licensors own the Service, the software, the documentation, our templates and edition configurations, and all improvements to them, including configurations we build for you. Your Customer Data stays yours.

15.2 If you give us suggestions or feedback, we may use them freely, with no obligation to you.

15.3 The Agreement grants no rights other than those it states expressly.

16. Warranties

16.1 Each party confirms that it is authorized to enter into the Agreement.

16.2 We warrant that, during the Term:

1. the Service will perform materially as described in our documentation;
2. we will perform Professional Services with reasonable skill and care; and
3. we will use industry-standard measures to keep malicious code out of the Service.

16.3 Remedy. If we breach clause 16.2, tell us within 30 days of discovering the breach. We will correct it. If we cannot correct it within 30 days of your notice, you may end the affected subscription or Professional Service, and we will refund the fees you prepaid for the period or the work not delivered. Service credits for availability are set out in the Service level agreement.

16.4 Invoices you create in EditWise. EditWise produces the commercial invoice that carries the line-item record of what was delivered and what was approved, and the customer files through their own compliant system. In this clause, the customer is you. Invoices you create in EditWise are commercial documents, not tax invoices or electronic invoices under any country's law, and you remain responsible for your own tax invoicing.

16.5 No other warranties. Except as the Agreement states, the Service is provided as it is and, to the extent the law allows, we give no other warranty, express or implied. We do not promise that the Service will be uninterrupted or error-free, or that it will produce any particular business result. Nothing in the Service is legal, tax or accounting advice.

17. Indemnities

17.1 We defend you against intellectual property claims. We will defend you against any claim by a third party that your use of the Service in line with the Agreement infringes that third party's intellectual property rights, and pay the damages and costs finally awarded against you or agreed by us in a settlement. We have no such duty for claims arising from Customer Data, from combining the Service with anything we did not provide, from changes we did not make, or from use in breach of the Agreement. If such a claim is made or appears likely, we may get you the right to keep using the Service, change it so it no longer infringes or, if neither is reasonably possible, end the affected subscription and refund the fees you prepaid for the rest of the Subscription Period.

17.2 You defend us against content claims. You will defend us against any claim by a third party arising from your Customer Data, or from a breach of the Acceptable use policy by you or your Users, and pay the damages and costs finally awarded against us or agreed by you in a settlement.

17.3 How a defense works. The party asking for a defense tells the other promptly, lets it control the defense and any settlement, and cooperates reasonably at the defending party's cost. The defending party may not agree a settlement that admits fault by the other party, or imposes an obligation on it, without its written consent.

18. Limits of liability

18.1 What is never limited. Nothing in the Agreement limits or excludes liability for intent or gross negligence, for fraud, for death or personal injury, or any other liability that cannot be limited or excluded under the governing law.

18.2 Indirect losses. Neither party is liable for loss of profit, revenue, business or goodwill, or for any indirect or consequential loss, arising under or in connection with the Agreement. This clause does not limit your duty to pay the fees, or either party's duties under clause 17.

18.3 General cap. Each party's total liability arising under or in connection with the Agreement is limited to the fees paid and payable by you under the Agreement in the 12 months before the event giving rise to the claim. If that event happens during the first 12 months of the Agreement, the cap is the greater of the fees payable for the Initial Term and twelve times the monthly fees in force when it happens.

18.4 Data and confidentiality cap. For breach of clause 13 (Confidentiality), clause 14 (Security), the Data processing agreement or data protection law, including a personal data breach, the cap in clause 18.3 does not apply.

18.5 Not capped. Clauses 18.3 and 18.4 do not apply to your duty to pay the fees, or to either party's duties under clause 17.

18.6 Data subjects. Nothing in the Agreement limits liability to a data subject under Article 82 of the GDPR, or under the third-party beneficiary rights in the Standard Contractual Clauses.

19. Suspension

19.1 We may suspend all or part of the Service:

1. for non-payment, as clause 7.5 allows;
2. as the Acceptable use policy, section 9, allows; or
3. where needed to stop an immediate threat to the security or integrity of the Service or of another customer's data.

19.2 A suspension is limited to what is necessary and lasts only as long as its cause. We tell you before suspending or, where a security emergency does not allow that, as soon as possible after. Your data is kept, and your right to get it out continues.

20. Ending the Agreement

20.1 Breach. Either party may end the Agreement by written notice if the other materially breaches it and does not cure the breach within 30 days of a written notice describing it. For a breach of the Acceptable use policy, its own cure period of 10 working days applies.

20.2 Insolvency. Either party may end the Agreement by written notice if the other becomes insolvent, enters bankruptcy or liquidation, or stops doing business, to the extent the law allows.

20.3 Other ending rights. You may also end the affected part of the Service after an unresolved sub-processor objection, as the Data processing agreement, clause 6.4, provides, and by switching, as clause 10 provides.

20.4 Money on ending. If you end the Agreement because of our uncured material breach, we refund the fees you prepaid for the period after it ends. Otherwise, fees paid are refunded only as clauses 8(f), 10.7, 16.3, 17.1 and 26.2 and the Data processing agreement, clause 6.4, provide, and amounts owed up to the end of the Agreement, including setup parts not yet paid, stay owed.

20.5 After the end. Clause 9 applies. Clauses 7 (for amounts owed), 9, 10.4, 11, 13, 14 (while we hold any of your data), 15, 17, 18, 20.4, 20.5, 21, 25 and 26 survive the end of the Agreement.

21. Publicity and references

We will not use your name, logo or work in our marketing without your written permission. If you agree to be a reference customer, that separate written arrangement governs, and you can withdraw: we remove a named customer from our public materials within five working days of being asked.

22. Sanctions and export control

You confirm that neither you nor any of your Users is subject to sanctions imposed by the United Nations, the European Union, the Republic of Serbia or the United States, or is located in a country or territory under comprehensive sanctions, and that you will not use the Service in breach of export control or sanctions laws. We may suspend or end the Service where the law requires it.

23. Changes to these terms

23.1 We may update these terms. We publish each version here with its date, and we archive every earlier version.

23.2 We email you at least 30 days before a material change takes effect. A change that materially reduces your rights or increases your costs applies to you only from your next renewal, unless you agree to it earlier or the law or the security of the Service requires it sooner.

23.3 Other changes take effect when published. Your signed Order Form changes only by a written amendment signed by both of us.

24. Transferring the Agreement

24.1 Neither party may transfer the Agreement without the other's written consent, which may not be unreasonably withheld.

24.2 Either party may, however, transfer the Agreement by written notice to a company that takes over all or substantially all of its business, or of the business the Agreement relates to, including a company we form to run EditWise, as long as that company takes on all of the transferring party's obligations. Such a transfer does not change where Customer Data is processed, and any new sub-processor follows the notice process in the Data processing agreement.

25. Governing law and disputes

25.1 The law of the Republic of Serbia governs the Agreement and any dispute arising from or in connection with it, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. The Standard Contractual Clauses are governed by the law the Data processing agreement selects for them.

25.2 Before going to court, a senior representative of each party tries in good faith to settle the dispute for 30 days after one party notifies the other of it.

25.3 The Commercial Court in Zaječar, Serbia (Privredni sud u Zaječaru), has exclusive jurisdiction. Either party may, however, seek urgent interim measures from any competent court, and we may also bring a claim for unpaid fees before the courts of the place where you are established.

25.4 The Agreement is written in English. Any translation is for convenience only, and the English text prevails.

26. General

26.1 Notices. We send notices to you by email to the contacts in your Order Form: renewal reminders to the renewal notice contact, sub-processor changes to the sub-processor change contact, and data protection matters to the data protection contact. Keep them current. Send notices to us at contact@editwise.io, and notices of non-renewal to contact@editwise.io. An email notice is received when sent, unless the sender gets a message that it was not delivered. A notice of breach or termination may also be sent by post to the other party's registered address.

26.2 Events beyond control. Neither party is liable for a delay or failure caused by an event beyond its reasonable control, such as a natural disaster, war, terrorism, civil unrest, government action, or a general failure of the internet or of power supply. The affected party tells the other promptly and does its best to limit the effect. This clause does not excuse a duty to pay, and the failure of one of our infrastructure providers is not such an event: we chose them. If an event lasts more than 30 days, either party may end the affected subscription, and we refund the fees you prepaid for the unused period.

26.3 Independent parties. The parties are independent contractors. Neither is the other's agent, partner or employee.

26.4 No third-party rights. No one other than you and us has rights under the Agreement, except data subjects under the Standard Contractual Clauses.

26.5 Entire agreement. The Agreement is the entire agreement between us about its subject and replaces all earlier proposals and statements about it. Neither party has relied on a statement that is not in the Agreement. This clause does not limit liability for fraud.

26.6 Severability and waiver. If a court finds any part of the Agreement invalid, the rest stays in force, and the invalid part is replaced by a valid one that comes closest to its purpose. Not enforcing a right is not a waiver of it.

26.7 Electronic signature. Order Forms may be signed electronically. An electronic signature has the same effect as a handwritten one to the extent the law allows.

26.8 Interpretation. "Including" means including without limitation. Headings are for convenience only.

26.9 Codes of conduct. We have not signed up to any code of conduct.

27. Contact

contact@editwise.io

By post: OneCodeToRuleAll d.o.o., Sinđelićeva 6, 19000 Zaječar, Serbia.