These are the general terms applied between REAL and you. If you use REAL, you are bound by these Terms.
If there are written agreements between us, they might include prevailing alterations to these terms. This summary does not include all the terms, but gives you a good general idea.
APPLICATION: REAL is an engagement platform for consultants, designed to inspire collaboration and enable faster change processes with bigger and more lasting impact.
MAINTENANCE: We will make everything in our power to make sure that REAL is up and running 24/7, but unfortunately we cannot guarantee this since we are not perfect.
IPR: We own all the rights to things done by us, and you will own all the rights to the things done by you.
2 - DEFINITIONS
The following capitalized terms shall have the following meanings:
‘’Agreement’’ - This agreement that is entered into between the Customer and the Supplier, or any other agreement between the said parties.
"Application" - Web-based application of Software Owner and related Software.
"Confidential Information" - Technical, financial and commercial information and data relating to a Party’s or its clients’ respective businesses, including but not limited to Intellectual Property Rights of a Party, whether in tangible or in intangible form.
"Content" - Any information or other data collected by Supplier or third parties for Supplier in whatever form or format from time to time and any document or media containing such information or data.
"Customer Data" - Any information or other data collected by Customer, End Customer or third parties for Customer or End Customer in whatever form or format from time to time and any document or media containing such information or data.
“End Customer” – Customer’s customer whose employees or contractors become Users of the Application.
"Intellectual Property Rights" - Patents (including utility models), design patents, rights in designs and other like protection, copyright, business, product and domain name, trademark and any other form of statutory protection, of any kind and applications for any of the foregoing respectively as well as any trade secrets, whether or not capable of registration.
"Party” or “Parties" - Supplier and Customer, including their respective affiliates from time to time.
"Pilot Phase" - Initial pilot phase as specified in Service Agreement.
"Service Agreement" - The service agreement for the provision of Services by Supplier to Customer, including its Appendices.
"Service Fees" - Fees payable by Customer to Supplier according to the Price List on the Suppliers web page or the Service Agreement for Services and use of Application and license to Software.
"Service(s)" - All services supplied by Supplier to Customer pursuant to the Service Agreement or this Agreement..
"Software" - Standard REAL- software of Software Owner as updated by Software Owner from time to time.
“Software Owner” or ‘’Supplier’’ – Humap Software Oy, a Finnish corporation, at Yliopistonkatu 36, 40100 Jyväskylä, Business Identity Code FI2153753-6, the owner of Application and Software.
"Technical Support" - Any technical support services provided by Supplier in respect of Application and use thereof.
"User" - An individual who has been granted a right to use Application, whether an employee of Customer or its End Customer or a representative of a third party contractor of Customer, all at the sole and exclusive responsibility of Customer.
3 - SOFTWARE
Supplier operates REAL, an Application in which a consultant can invite a group of End Customers into a virtual workspace. Those Users then interact with the consultant and each other over a period of time, through text, images, video, and other content.
Supplier shall make Application available to Customer on a "Software as a Service (SaaS)" basis. Customer Data and the functionalities of Application shall be accessible to Customer and Users through a web-based interface. Unless otherwise agreed between Supplier and Customer, Supplier shall implement a standard configuration of the interface and Application.
4 - AGREEMENT, ALTERATIONS AND TERMINATION
These terms are the primary Agreement entered into between the Supplier and the users of the Application.
This Agreement might be altered by the Supplier, in which case the supplier will notify the Customers and the Customer is allowed to terminate their contracts with the supplier.
This Agreement might also be altered by a written agreement entered into by the Supplier and the Customer.
The Customer is allowed to terminate their Agreement with the Supplier with a written notice 30 days prior to the termination.
The Supplier is allowed to terminate their Agreement with the Customer if the Customer is declared bankcrupt, is using the Application for illegal purposes or is in breach of any Agreement entered into with the Supplier, and won’t rectify the breach within 30 days of a written notice. Customer's failure to pay Service Fees when due shall always be deemed a breach
5 - FEES
Applicable VAT shall be added to Prices.
All payments shall be due fourteen (14) days net from the date of the invoice. For due and unpaid payments, interest shall be accrued at a rate of 1% per month.
6 - LICENSE AND USE RESTRICTIONS
Supplier grants to Customer a limited, non-exclusive and non-transferable license to use Application, including Software, subject to any limitations in Service Agreement, solely for Customer’s and its End Customers’ internal business operations. Customer may only allow third parties access to Application or Software subject to an express written permission of Supplier. The license to use the application is either granted by the activation of the Software, or by the signing of the Service Agreement.
Customer, or a subcontractor of the Customer, shall not directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of Application; copy, modify, translate, or create derivative works based on Application; rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to Application; use Application for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices on Application.
7 - GENERAL OBLIGATIONS OF PARTIES
Supplier shall perform Services with all due skill, diligence, prudence and foresight which would reasonably be expected from a service provider skilled and experienced in the field.
Supplier shall upon reasonable request of Customer provide Customer up to date information concerning Supplier procedures, methods or processes, relating to Application and Services, subject to Supplier and third party confidentiality restrictions.
Customer's cooperation and assistance is essential for Supplier to successfully carry out its obligations under this Agreement. Customer shall fulfill its obligations in the manner specified in Service Agreement and shall allocate sufficient personnel resources required to perform such obligations and tasks.
Customer shall make available to Supplier the items and tools, as specified in Service Agreement or otherwise reasonably required for Supplier’s performance of Services. Supplier shall be responsible for the safe custody of such items while they are in its care.
8 - SERVICE LEVELS
Software Owner shall be responsible for Application operating, including, but not limited to ensuring sufficient hardware capacity, electricity, storage media, etc. as well as operation processes such as backups.
Detailed target Service Levels applicable to the technical availability of Application shall be specified in Hosting Service Description, available upon request from Supplier and as updated from time to time by and at the discretion of Software Owner.
Access to application will be available through the internet, provided, however, that neither Supplier nor Software Owner shall be responsible for customer’s inability to access application due to unavailability of internet service, failure of communications, or similar reasons.
9 - MAINTENANCE AND UPDATES
Software Owner shall be responsible for the maintenance of Software and shall have a right to update Software with such fixes, service packs, new releases and versions as Software Owner sees fit, subject to retaining Application functionality and Service Levels.
Software Owner shall maintain Application following Software Owner’s standard document "Hosting Service Description" made available to Customer upon request and as updated from time to time by and at the discretion of Software Owner.
10 - TECHNICAL SUPPORT
11 - CHANGE MANAGEMENT
Customer may request and Supplier may recommend changes to Services. Parties shall discuss any change upon Customer's request, and Supplier shall advise Customer of the likely impact of any requested change, including any adjustments to Service Fee. Mutually agreed changes shall be set forth in writing signed by both Parties.
Supplier shall have a right to implement changes to Software and Application to the extent such changes do not have any material adverse effect on the functionality of Application, Customer's use of Application, the cost of Services to Customer, or the quality of Services.
12 - SUBCONTRACTING
Supplier may use subcontractors for the provision of Services but shall remain fully liable towards Customer for the performance of such subcontractors as well as compliance of such subcontractors with the contractual obligations specified in this Agreement. Supplier shall, upon request of Customer, identify to Customer each subcontractor used by Supplier in the provision of Services.
13 - REFERENCE RIGHTS
Unless otherwise expressly agreed, Supplier and Software Owner shall have a right, both during and after the validity of this Agreement, to refer to Customer name as reference and use the name and logo of Customer in its marketing communications provided that the exact contents of the cooperation or any details of any specific assignments shall not be specified.
14 - LIMITED WARRANTY
Supplier warrants that Application will function materially. Supplier shall not warrant that Application is error-free or available to Users without interruption.
In no event shall Supplier be responsible for errors or faults of Application, which are directly and solely caused by:
the incorrect use of Application contrary to Supplier’s instructions, or
modifications to Application made by Customer or a third party not authorized by Supplier.
15 - PRIVACY
16 - CONFIDENTIALITY
Neither Party shall disclose to third parties nor use for any purpose other than for the proper fulfillment of the Service (“Permitted Purpose”) any Confidential Information of the other Party, received from the other Party ("Disclosing Party") in whatever form under or in connection with Services without the prior written permission of Disclosing Party.
Software and Application, as well as the related methods, resources and processes shall always be deemed Confidential Information.
The confidentiality obligation shall not apply to Confidential Information, which
was in the possession of the Party receiving Confidential Information (“Receiving Party”) prior to disclosure as proven by Receiving Party;
was in the public domain at the time of disclosure or later became part of the public domain without breach of confidentiality obligations;
is independently developed by Receiving Party without reference to information of Disclosing Party;
was disclosed by a third party without any obligation of confidentiality; or
is required to be disclosed pursuant to law, provided, however, that if legally possible a minimum of ten (10) days written notice shall be provided by Receiving Party to permit Disclosing Party to take such action as it deems appropriate to limit such disclosure.
Each Party shall limit the access to Confidential Information to those of its personnel for whom such access is necessary for the proper performance of the Service.
Each Party shall protect the confidentiality of Confidential Information of the other Party at least with the same degree of care as it exercises in respect of its own Confidential Information, but in no event less than reasonable care.
17 - INTELLECTUAL PROPERTY RIGHTS
All rights, including but not limited to all Intellectual Property Rights, to Application, Services, Software, upgrades, updates, modifications, Supplier’s Confidential Information or copies thereof and all related documentation shall at all times remain solely the exclusive property of Supplier or the respective original rights holder, such as Software Owner.
All Intellectual Property Rights developed or gained through the provision of Services and the operation of Application shall automatically vest in and remain the exclusive property of Supplier or Software Owner, as appropriate in each case.
Supplier shall remain free to provide similar services to other customers.
Title and all Intellectual Property Rights in and to the reports, documents, data, drawings, models and other information and materials supplied by Customer (“Customer Data”), which Supplier may need for the performance of Services, shall at all times remain with Customer.
18 - CUSTOMER TRADEMARKS AND INFORMATION
Inclusion of any proprietary trademarks or information of Customer to any configuration of Application shall not imply any transfer of rights to such trademarks or information to Supplier or any third party. Upon the termination or expiration of this Agreement for any reason Supplier shall cease the use of any such Customer trademarks or information.
19 - TRANSFERS
Neither Party shall have the right to assign this Agreement to a third party without the prior written consent of the other Party. The Supplier shall have the right to assign this Agreement to another company owned by Supplier or Supplier’s parent company or to a third party to which the relevant business has been transferred to by giving a written notice to Customer.
20 - LIMITATION OF LIABILITY
Neither Party will be liable for any indirect, incidental, collateral, exemplary, punitive or consequential loss, damage, cost or expense, such as business interruption, or any loss of business, anticipated savings, revenue, goodwill or reputation or loss of data, ("Loss") even if they have been advised of the possibility of such Loss.
The maximum aggregate amount of compensation for any damage for which a Party may be liable to the other under this Agreement shall in the aggregate be limited to one hundred percent (100%) of Service Fees actually paid by Customer to Supplier under this Agreement during the twelve (12) month period preceding the incident having caused the damage.
A Party shall notify the other Party of any claim, with detailed explanation, within thirty (30) days of discovering the event causing the damage, or otherwise the other Party's liability for compensation will lapse.
21 - SURVIVAL OF TERMS
Such provisions of this Agreement which expressly survive the termination of this Agreement or which otherwise due to their nature have been intended to survive, shall remain in effect in accordance with their terms following the termination of this Agreement for any reason.
22 - CONFLICT RESOLUTION
All disputes and conflicts arising among the Parties are primarily settled through negotiation.
If negotiations fail, any dispute or controversy or claim arising out of or relating to this Agreement shall be resolved by final and binding arbitration in accordance with the Expedited Rulesof Arbitration of the Finnish Central Chamber of Commerce by one (1) arbitrator appointed according to the aforementioned rules. The arbitration shall take place in Helsinki, Finland, in English language.
23 - FORCE MAJEURE
The terms and conditions of the Service Agreement shall be subject to force majeure and neither Party shall be responsible for any consequences caused by circumstances beyond its reasonable control, including but without limitation to war (whether declared or not), acts of government or the European Union, export or import prohibitions, acts of terrorism, breakdown or general unavailability of transport, acts of terrorism, general shortages of energy, fire, explosions, accidents, strikes or other concerted actions of workmen, lockouts, sabotage, civil commotion and riots.
Notwithstanding the foregoing, any payment obligation of Customer shall in any event not be excused for longer than a maximum of fifteen (15) days. Neither Party shall claim damage or any other compensation from the other Party for delays or non-fulfillment of the Service Agreement caused by force majeure.
In the event the delay or non-performance of either Party (except Customer’s payment default) continues for a period of six (6) weeks due to reasons of force majeure, then either Party shall have the right to terminate the Service Agreement with immediate effect.