Mirro App. Terms of use

Date of last update: September 14, 2020

Thank you for using our products and services („Services”).

By checking a checkbox or clicking on a button indicating your acceptance of the terms or by actually using our Services (Mirro app) you agree with these Terms and Conditions. Please read them carefully. These Terms and Conditions shall prevail over any contradictory documents and/or clauses issued by the company. For the avoidance of any doubt, “the company”/ “you” shall mean the beneficiary of the Mirro app that buys the application considering these Terms and Conditions.

You must comply with all the policies made available under the Services.

Do not use our Services in an inadequate manner. For instance, do not try to influence the Services or access them in a different manner than the interface and instructions offered by ZITEC or through its approved distributors. 

In a nutshell, about us and Mirro app

www.mirro.io (the “Website”) is owned and operated by ZITEC COM S.R.L., J40/7701/2003, CUI 15496736, with its head office in 165 Splaiul Unirii, TN02 Building, 6th floor, 3rd District, Bucharest, Romania, www.zitec.com, hereby “Zitec”

Zitec is the software developer of Mirro app. Mirro app is a SaaS solution which focuses on individual and collective performance based on continuous feedback and collaborative patterns, including team management, employee experiences and employee engagement. 

The Services may include certain communications from Zitec, such as service announcements, administrative messages and other information, collectively called transactional emails. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving certain information from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.

You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. Some of our Services are available on mobile devices. 

In order to use the Services, it is necessary to create a Mirro Account. The Mirro Account can be awarded by an administrator designated by the company or by an administrator designated by an authorized distributor. If you use a Mirro Account awarded by an administrator designated by an authorized distributor, different or additional Terms and Conditions may be applied and the respective administrator may be entitled to access and disable your account. The company has the right to add in the Mirro app several users with various access rights – fully or partially – in the account and, moreover, it can delegate its attributions to one or several users.

Mirro app may be accessed and used exclusively via the online platform https://app.mirro.io/, by acquiring a non-exclusive annual user license and based on an user account that can be accessed by an username and password.

To protect your Mirro Account, you need to keep your password confidential. You bear the overall responsibility for the activity conducted within or through the Mirro Account. Do not try to reuse the Mirro Account password for other third-party applications. If you find out about any unauthorized use of your Mirro password or Account, we kindly ask you to change your access data and notify this issue by email at [email protected] as soon as possible.

If you have any questions or suggestions, you can write to us at [email protected]

Important! If you acquire a license from Zitec, from a distributor authorized by Zitec (Please find the list of the authorized distributors at the end at this text) or from a sub-distributor of their network, the agreement you have concluded shall be supplemented by these Terms. In the last two cases, Zitec shall be deemed as a third party towards the agreement you have signed with the (sub)-distributor and shall disclaim any responsibility regarding the contractual relationship between you and that (sub)-distributor.

We suggest that you save or print the Terms, in the event you will not be able to access them subsequently.

We reserve the right at any time in the future to amend these Terms in order to reflect any regulatory updates or changes in the commercial and marketing policy of Zitec. That new version will be marked with *NEW. Upon return to our website, please check the date of the last update and any amendments. Your continued use of the Services after any change to these Terms and Conditions will be deemed to be your agreement to the modified Terms.

How to use the Mirro app?

Mirro app has been designed as a Software as a Service (SaaS) and is hosted by Microsoft Azure cloud computing platform. The app runs directly in the web browser and you are not required to install it or store it on the user’s server or computer.

After accepting these Terms and Conditions, on an mutually agreed date, Zitec will instruct,  in a single training session, in a reasonable and free manner, the company designated employee regarding the functionalities of the Mirro app, its use, including regarding the configuration, the initial data import and the initial work flow instructions. If requested by the company, Zitec can additionally assist, for an additional cost, with other training sessions.

Each company (the licensee) shall establish internally which employees shall be permitted to use the app as users.

In order to grant them access to the app, Zitec shall create one or more admin accounts for each company, to allow them to authenticate using the app.mirro.io platform login. For that purpose, your organization shall submit a list of names and email addresses of those users. The use is nominal and cannot be transferred to unauthorized persons. A single user per company will be set as company admin by Zitec. Only where applicable, modifying that user will be operated by the Mirro administrators no later than 3 (three) working days after receiving an email to that purpose.

Anytime during the cooperation between Zitec and the company, the latter will be able to add more users associated to their organization and identified by company email address. An active user’s account during a month will be considered active at the beginning of the said month, consequently, the price per active user account will be invoiced fully no matter the time the user’s account was activated. 

If required and applicable, Zitec will issue settlement invoices in order to mitigate differences in the number of accounts estimated upon accepting these Terms and Conditions versus the actual number of active users at different points in time. Zitec shall issue the settlement invoice automatically at the end of every relevant month and every such fee shall be charged to the Credit Card last used by you. Insufficient funds on your Credit Card will bring forth the obligation of the company to pay a penalty in the amount of 0.2% of the amount due for each calendar day delayed, and will cancel any discounts included in the calculation of these amounts.

Fees and Payments

The Services are available under subscription plans of various durations. All Mirro app prices are available and can be accessed here https://mirro.io/pricing.

Payments for subscription plans of duration of less than a year can be made only by Credit Card. Your subscription will be automatically renewed at the end of each subscription period unless you inform us that you do not wish to renew the subscription. 

At the time of automatic renewal, the subscription fee will be charged to the Credit Card last used by you. We provide you the option of changing the details if you would like the payment for the renewal to be made through a different Credit Card. 

If you do not wish to renew the subscription, you must inform us at least 60 days prior to the renewal date. Any due amount until Mirro app usage cancelation shall be invoiced by Zitec and paid by the company within 5 (five) days from invoice date. In the same manner, in the event of such termination, you will be entitled to prorated refund of the unused portion of any prepaid fees, if case. 

If you have not informed us that you do not wish to renew the subscription, you will be presumed to have authorized Zitec to charge the subscription fee to the Credit Card last used by you. 

From time to time, we may change the price of the Services or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle. You will not be charged for using the Service unless you have opted for a paid subscription plan.

License and Data ownership

The company (the licensee) shall gain the right to access and use the application, according to the functionalities available at the time. 

The application can be accessed through the intermediation of a web-browser and requires internet access on all the devices used by the company. These devices, the functionality and their maintenance as well as the existence or quality of the internet connection are the exclusive responsibility of the company.

The company shall also gain the right to access and use the interface of the Open Application Programming Interface type (“Open API Mirro”) of the application, in order to integrate its own software applications with Mirro. 

The company shall be responsible for any third party to whom it grants access to the Application or Open API with (“Company representatives”). In this regard, the company will insure that any such company representative complies with all these Terms and Conditions. The company shall be liable towards Zitec for any breach of these Terms and Conditions produced by the company itself, by any company representative, any affiliates, contractors, partners, etc.

The license is non-exclusive, limited, non-transferable and valid in all the geographic territories. The license granted by Zitec shall be withdrawn if the company does not comply with these Terms and Conditions.

Except for the usage license, all intellectual property rights or any other rights relating to the Mirro app are and remain with Zitec, including but not limited to Mirro trademark, logos, source-code and object, Website design and interface of the app, the content of the Website etc. – including their updates,  text, graphics, button icons, images, audio clips, software. These Terms and conditions shall not grant you any right of use over the trademark or logo concerning the Services. Do not delete, hide or modify any legal information indicated in relation or together with the Services.

Zitec respects your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Services does not grant Zitec the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for Zitec’s commercial, marketing or any similar purpose. But you grant Zitec permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Services to you.

You are responsible for ensuring that you do not accidentally make any private content publicly available.

The company is prohibited to undertake any action exceeding the domain of the granted licence or any action which might affect Zitec’s rights, such as:

  1. to access the source-code of Mirro app;
  2. to reverse engineer the Mirro app functionalities and algorithms;
  3. to carry out denial of service operations while the platforms functions; 
  4. to carry out penetration or security tests or to access the internal components of the Mirro app without the acceptance from Zitec;
  5. to exploit the possible malfunctioning issues of the Mirro app in order to gain access to Mirro app data or data relating to other companies of the Mirro app;
  6. to make changes to the source-code or object-code or of the Mirro app infrastructure;
  7. to reproduce, copy, modify, adapt, transform, distribute, sell, sub-license, transfer, dispose, distribute, allow access or use in some other way – partially or fully, permanently or temporarily – the Mirro app, its source-code, design of the Mirro app (including screenshots which include data or interface graphics) or other component of the Mirro app without the prior consent of Zitec;
  8. to allow the access to Mirro app to some unauthorised third parties;
  9. to create any type of works derived from the Mirro app and/or its source-code;
  10. to use any item from this Website without the prior and written consent of Zitec (for instance, Mirro brand, content, design, text or the Website graphic interface, etc.);
  11. to use graphic identification elements or screenshots, messages posted in the browser or sent via email or other communication channels of the Mirro app in the external communication without permission from Zitec;
  12. to interfere with the technical operation of the Mirro app or try to access the app in a different manner than the one described in these Terms and Conditions at https://app.mirro.io;
  13. to use the Mirro app in manners that may in any way affect the servers or the security systems of Zitec or of Microsoft Corporation;
  14. to gain unauthorized access (or to try to access) another module of the Mirro app for which it doesn’t have a license;
  15. to let unauthorized persons to use in any way the Mirro app or its user accounts. The company shall be held responsible for the unauthorized access to your user accounts or the loss or theft of passwords.
  16. to use the Mirro app in a way that infringes the law or the rights of any person (including the personal data rights);
  17. to manage through the Mirro app documents which are classified by law as being “state secrets”, “official secrets” or classified information of which disclosure to third parties is subject to prohibition or restrictions. The company will be fully responsible for obtaining all authorizations or permissions required by law in order to be able to legitimately manage documents through the Mirro app.

The personal, global, royalty-free, non-transferable and non-exclusive license to use the software program is solely intended to allow the company to use and enjoy the benefits of Mirro app, as indicated under these Terms and Conditions. 

We are constantly amending and improving Mirro app, therefore, we may add or delete functionalities or functions.

Zitec reserves the right to take any necessary measure to prevent or stop infringement of these Terms and Conditions and the misuse of Mirro app, including to maintain all the information deemed reasonably necessary on how the Mirro app is being accessed or used, such as, but not limited to, the internet address from where the Mirro app is accessed, the users performing a certain operation, date and time of that operation.

 Safety and Protection of personal data

Personal data processing: any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

The company shall act as “Controller” and Zitec shall act as “Processor”, according to (EU) Regulation 2016/679 regarding the protection of the individuals in relation to the processing of personal data and on the free movement of such data (hereinafter ”GDPR”), as well as any subsequent national legislation relating to the personal data protection domain.

Processing object: personal data transmitted by Controller to Processor for the purpose of supplying the Services.

Transmitted data: The personal data placed at disposal of the Processor by the Controller are:

  1. personal data belonging to Controller’s employees and the data relating to the labour agreements, if the company uses this mode; in addition, the data regarding the activity of the Controller’s employees, including documents belonging to them, surname and first name, email, telephone, address, personal identification code, IBAN code, IP type of addresses (Internet Protocol) from the access and error logs;
  2. the contact data of the Controller’s representatives (surname and first name, email, telephone) for communication and invoicing purposes. These data are processed by Zitec in its own name, as data controller.
  3. the names and email addresses of the Mirro app users (employees authorized by the company) that are solely necessary to create and enable the user accounts and to provide them with access in Mirro app. Zitec receives it from the company and retains it only for that purpose (their storage taking place on the Microsoft Azure cloud computing platform, and not on Zitec servers) – without any further processing, transfer or use and without requesting any additional data.

Categories of data subject: 

  1. company’s employees; 
  2. company’s individuals-representatives.

Specific instructions: Controller grants the following specific instructions to Processor:

  1. to collect and process personal data received directly from Controller for the mentioned purpose, including for receiving notices related to Services such as product updates, administrative messages and other information, collectively called transactional emails;
  2. to communicate messages via email on behalf of Controller, for the notification or document communication service via email (if this mode is used by Controller).

Processing duration: The personal data processing duration is identical with the duration of the cooperation between the company and Zitec.

Processing nature and purpose: The processing nature and purpose are those established by Controller and namely the supply of Zitec services for Mirro app, according to the purchased service pack. Personal data are stored in safety conditions on servers belonging or agreed upon by Zitec. The personal data access will be made incidental by Zitec, when providing technical maintenance services for the infrastructure hosting the Mirro app.

Sub-proxies: If the processing of the Controller’s data or certain parts of the processing are carried out by Processor via third parties, hereinafter sub-proxies, they shall comply with the following principles:

  1. Controller understands to authorise Processor to process its data via the following sub-proxies for the following activities:
    • Microsoft Corporation – the Mirro app using Microsoft Azure Services for hosting (Standard Contractual Clauses (SCCs) are used as a lawful transfer mechanism if personal data is transferred outside of the EU)
    • SendGrid, Mailchimp – For the email sending service. 
  2. For the future sub-proxies, Processor receives a general authority to delegate carrying out personal data processing operations to any other sub-proxie in the EU, EEA or country with adequate level of protection recognised via the resolution of the European Commission, to the degree necessary for the purposes foreseen, and only to the degree in which the sub-proxies offer an adequate security level, at least at the level stated herein between Controller and Processor. This authority includes the obligation to inform in advance the Controller, via email. Controller has the possibility to draft reasonable objections within 2 business days, otherwise it is assumed the Controller had no objectives.

Processing safety: The Processor has the following organisational and technical security measures for the personal data security, considering the type of activity provided:

  1. control of the physical access: establishing safety areas; restricting the access paths; establishing the access authorities for employees and third parties; access control system; card-keys/key management procedures; door blockage; security personnel; surveillance facilities; insuring the data processing and personal computer decentralised equipment security;
  2. virtual control access: user identification and authentication procedures; safety procedures by using ID/password (special characters, minimum length, change of password); automatic blockage (for example, password or time interval); monitoring the unauthorised access attempts or automatic user ID deactivation after several erroneous password attempts;
  3. telecommunication control systems: automatically control of the authentications and of the access types for detecting some malfunctions regarding the use of the telecommunication systems. The communication system is conceived in such a manner that personal data cannot be intercepted or accessed anywhere. The encryption method for the personal data accessing is used by using a secured connection of the VPN type.
  4. periodic training of the personnel regarding GDPR;
  5. confidentiality agreements;
  6. users’ differentiated access to personal data, only for the purpose of fulfilling the contractual obligations and in a secured manner;
  7. using computers in computer safety conditions.

Zitec shall put all reasonable efforts to ensure the confidentiality of personal data and will take reasonable security steps for its protection, according to the law. Zitec will be able to divulge this data, without the consent of the company based on a final resolution or based on an order issued by a court of law or by a competent authority.

Zitec will delete or return all the personal data, if requested so by the company, after the termination of the cooperation, and will eliminate the copies of the data and personal files, except for the case in which the legislation applied imposes the storing of the personal data. In case the company does not mention precisely the intention to return the personal data upon the termination of using Mirro app, Zitec will be able to delete them. 

Controller has the right to verify (directly or via a third person, such as consultant, lawyer etc.) Processor’s compliance with these obligations, in a reasonable and efficient manner, priorly agreed with the Processor.

The personal data processing operations are carried out by Processor, in the name and on behalf of the Controller, according to the instructions documented by Controller. The Controller will have the right to revoke, fully or partially this power of attorney, in any moment via a notification sent in this regard to Processor. 

If necessary, Processor will take the necessary technical and organisational measures in order to offer reasonable assistance to Controller so that data subjects can exercise the rights granted by applicable legislation.

Processor shall offer reasonable assistance to Controller for complying with the obligations foreseen in the (EU) Regulation (UE) 2016/679 of the European Parliament and Council dated 27th April 2016 regarding the protection of the individuals regarding personal data processing and regarding the free movement of such data and the abrogation of the Directive 95/46/CE (General regulation regarding data protection or GDPR), especially those foreseen in art. 32-36 of the GDPR.

For the avoidance of any doubt, Controller shall be held liable for any processing of personal data carried out via the Mirro app (for instance, but not limited to introductions made in Mirro app, by the users, of the names and addresses of individuals requesting services, answers, etc. from Controller).

Therefore, the company (and not Zitec) shall be held responsible for meeting any and all obligations imposed on data controllers under the applicable law (for instance, notification to competent authority, internal technical and organizational measures to ensure the security of the data processed by the company, etc.). Zitec cannot be held liable for the way in which such data is used via the Mirro app.

The company is the owner of your own data, and preserving the access to such data is key. The company undertakes to fully comply with the provisions related to the authorship and personal data protection regarding the data introduced within Mirro app.

Policies for carrying out safety copies and data recovery 

  1. Policy regarding the back-up copies for the platform data: The infrastructure services of Mirro app is covered by the Azure Database Platform, or, in the future, one similar in terms of functionalities (Zitec reserves the right to migrate at any moment to other services or platform existing on the market), offer full backup mechanisms, differential and for the call logs. All these backups are encrypted AES 256-bit and are carried out with a weekly frequency for those complete, twice daily for the differential ones and every 5 minutes for the call logs.
    The backup storing period is of 7 calendar days. In addition to this back-up platform policy, the company is responsible for any other data safety copies, according to its own back-up and safety policy. For clearance, the company is advised to make a safety external copy for all data, information, database transmitted, hosted, created developed within the Mirro app or which is transmitted in any way to Zitec. Zitec will not be held liable for the unauthorised access, loss, deletion and/or alteration of this data, information, database of the company due to the fault of the company or of some third parties, no matter the factors and the reason why this takes place. The company, not Zitec, has the obligation to verify the integrity of this data, etc. and of the external safety copies.
  2. Data recovery policy using safety copies: The data recovery policy using safety copies used by Mirro app presupposes the configuration of a new server in the same region of the backup servers, in this case, on the European territory. The data recovery type used is the “Point-in-Time” type, allowing the data recovery for any of the backup points within a storing period. The data recovery services will be provided by Zitec and invoiced separately for each intervention (for each Point in Time requested by the company), and the data thus recovered will be available for the for maxim 7 calendar days from the time the company communicates its credentials of access to such.

In case the company complaints in writing, to Zitec, about the malfunctioning or a technical issue regarding any element of the Mirro app (offering an adequate description of the defects and notifying the defect via email at [email protected]), Zitec will remedy in the shortest time possible any defect or malfunction which appeared exclusively due to the direct fault of Zitec.

Zitec is not responsible for the defects which appeared outside the normal use of the Mirro app or imputable to the company. For the purposes of a better understanding, the normal usage of Mirro app will represent the normal usage of the application according to the usage instructions offered by Zitec at any time, complying with these Terms and Conditions.

Zitec reserves the right to stop the normal functioning of Mirro app, preferably outside the regular program hours of the company, in order to carry out the maintenance operations which Zitec considers necessary. The maintenance planned operations will be announced at least 48 hours before being carried out.

Disable the user account

Upon termination of the license, Zitec shall disable the user accounts and you may no longer use the Mirro app (unless the license was renewed under the conditions applicable at the time of the renewal).

Zitec reserves the right to suspend or disable the user accounts: (a) if these Terms and Conditions are infringed, (b) if the applicable law or the competent authorities or courts require / impose it (c) if we have decided to withdraw the Mirro app from the market or d) due to payment failure. If the company does not pay any of the amounts on the due date, Zitec can suspend the services, without affecting any reparation manner according to law, after a prior notification to the company with at least 5 working days before such a suspension. Zitec may not be held liable towards the company for these decisions.  

The services of Mirro app will not be available during the suspension. The validity of using Mirro app is automatically extended with the duration of the suspension.

Liability

Company expressly understand and agree that the Services are provided on an as-is-and-as-available basis. Zitec expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Zitec makes no warranty that the services will be uninterrupted, timely, secure, or error free.

As any other type of SaaS application hosted in the cloud, the Mirro app may not be fully operational all the time. Even if we cannot guarantee that it will always operate uninterrupted and without errors, we shall use our best endeavours to improve and remedy any technical deficiencies within a reasonable period. Company agrees that Zitec will not be liable for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Services for any reason.

Zitec does not take responsibility for any technical deficiencies or other unforeseeable events beyond our control or for situations not caused by our fault and which may prevent us from granting access to the Mirro app (for instance, for force majeure and/or unforeseeable circumstances).

To the maximum extent allowed by law, Zitec (including any director, administrator, shareholder, employee or collaborator of Zitec) cannot be held responsible for indirect damages related to the use of the Mirro app by the company (including, but not limited to, loss, destruction or theft of data, inadequate processing of personal data of data subjects by the Mirro app users and the licensees, loss of profits, etc.). In all cases, the full liability of Zitec regarding these Terms and Conditions and the use of the Mirro App will be limited to the value of the licence price relating to the last 2 contractual months before the loss/claim/damage took place. This limitation applies also to the directors, administrators, shareholders, employees and collaborators of Zitec. Zitec and its distributors shall in no case be responsible for any loss or damage which cannot reasonably be predicted.

The company will manage and use on its own responsibility the Mirro app, being responsible for the type, legality and content of any data, information, database, etc. transmitted, hosted, created and developed within Mirro app or communicated in any manner to Zitec – including, but without limiting to the breach of some third party intellectual property rights, illegal use and use without consent of the personal data of other individuals, illegal content etc. The company remains at any time the proprietor of any data, information, database exclusively transmitted, hosted, created and developed by you within the Mirro app.

By accepting these Terms and Conditions, you are expressly accepting also that for any other damages you shall address strictly and directly the distributor with whom you have concluded the Mirro app licensing agreement.

These Terms and Conditions shall govern the relationship between Zitec and the company. These Terms and Conditions shall not create any rights for the third-party beneficiaries.

The company is responsible for the way in which its authorized employees are using the annual license and the Mirro app (and implicitly for any violation of the Terms and Conditions).

Company agrees to indemnify and hold harmless Zitec, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that the company has used the Services in violation of another party’s rights, in violation of any law, in violations of any provisions of these Terms and Conditions, or any other claim related to the use of the Services, except where such use is authorized by Zitec.

Other useful information

We reserve the right to make amendments, to add new technical functionalities and new modules to the Mirro App – at any time. Moreover, we can suspend the https://app.mirro.io Website and platform for maintenance or for any other technical reasons, without being held liable towards you for any damages caused by such measures. Such operations are to be scheduled – as far as possible – outside normal working hours to ensure your activity is not harmed and shall be announced in advance.

Zitec may, at its choice, waive any of its rights or obligations on the Mirro app – whether in the context of a purchase, business or assets sales or any other type of transaction regarding the Mirro app.

These Terms and Conditions are governed by and will be construed according to the Romanian legislation.

Please read these Terms and Conditions carefully! The use of the Mirro app shall imply express and full acceptance of these Terms and Conditions.