Terms of service
The Terms of Service described in this document, along with the appendices and other documents that are referenced, constitute the agreement ("Agreement") between Proventus AS (hereinafter referred to as “Provider”), with its main office in Oslo, Norway and company number 984794452, and you as a user of our services ("Customer").
The Company and the Customer are jointly referred to as “Parties” and individually as “Party.”
The Customer wishes to obtain access to the SaaS Services from the Company, which the Company agrees to provide as per the terms of this Agreement.
If you do not agree to these terms, you must not use the service. Your continued use of the service implies acceptance of these terms.
If you are subscribing to a Relatude Cloud service on behalf of an entity or other organization, you are agreeing to these terms for that entity or organization, and that you have the authority to bind that entity or organization to these Terms and Conditions.
Definitions
"Agreement" means these General Terms and Conditions together with appendices and other documents referenced.
“Relatude Cloud” means the single-tenant SaaS content management and/or E-commerce service provided by the Provider to the Customer. The service includes APIs, Documentation and technical support.
“Service” means Relatude Cloud and any related service
"Customer" means you as a user of a service in Relatude Cloud, and if applicable, the entity or entities you have signed up on behalf of.
"Customer Content" means the content managed by the Customer in the Service
“Intellectual Property Rights” means any patents, copyrights, moral rights, trademarks or any other form of intellectual property rights.
“Personal Data” means any information relating to an identified or identifiable natural person and includes similarly defined terms in Data Protection Laws, including “personal data” under GDPR and “personal information” under the CCPA.
“Service Plan” means the specific levels of service agreed for the subscription to the service. The levels of service are determined by a number of factors, including but not limited to: number of environments, number of API calls, number of users, number of content objects and which features are included.
License Grant
Subject to the terms of this Agreement, the Provider hereby grants to Customer a non-transferable, non-exclusive subscription and license to access and use the Service for its intended purpose according to the Service Plan the Customer has ordered.
Service Restrictions.
Under no circumstances may the information gathered from the Service be used in order to build a competitive product or service.
The customer will not (or permit any third party to) use the Service in any manner that violates the Relatude Cloud Acceptable Usage Policy ("AUP”), which is hereby incorporated into these Terms (or any other term of this Agreement).
Use of the Service
By using the Service, you represent and warrant that you are at least 18 years of age. The Provider may, in their sole discretion, refuse the right to use the Service to any person or entity and/or change its eligibility criteria at any time.
You must provide accurate and complete information and keep your account information updated. The Customer, and each User, is responsible to maintain the confidentiality of the login information and not share it with others.
Customer shall notify the Provider promptly if Customer becomes aware of unauthorized access to a User account or otherwise in violation of this Agreement. Customer has full liability for and shall be identified with any of its designated Users. If Customer becomes aware that any of its own designated Users use the Service in violation of this Agreement, Customer will immediately suspend access to the Service for that User and report the misconduct to the Provider.
Upgrade/downgrade of the Service
The Service Subscription may be upgraded or downgraded to another Subscription Plan with Monthly billing method at any time.
Service Level Agreement
In the case where the Service Plan includes guaranteed Service Availability (some Service Plan offer a best effort availability without guarantees), the following provisions apply.
Subject to the Provider’s rights to postpone provision of the Service according to the Agreement, the Provider will use commercially reasonable endeavors to ensure that the Service is available at all times. In the case where the Actual Service Availability is below the Guaranteed Service Availability level specified in the Customers Service Plan during any Monthly Period, the Provider will refund to the Customer a part of the Base Price, calculated in accordance with this section hereof, for any period during which the Service is not available, save where such unavailability is due to a fault of the Customer, or due to force majeure (including but not limited to flood, riot, fire, judicial or governmental action, labor disputes, act of God, or any other causes beyond the control of the Provider).
For the purposes of this part of the Agreement, the Service Availability means the time during which both of the following services are available:
a. the admin and editor interface
b. Headless API.
Support
The Provider commit to the specific support levels specified in the different Service Plans listed on the Service website. These support levels will be subject to the terms and conditions for the specific Service Plan the Customer signs up for.
Changes to the Service
The Customer acknowledges that the Provider may change, deprecate or republish Service APIs or features of the Service from time to time, and that it is the Customer’s responsibility to ensure that calls or requests the Customer makes to the Service are compatible with then-current APIs for the Service. Although the Provider endeavors to avoid changes to the APIs or Service that are not backwards compatible, if any such changes become necessary the Provider will notify you at least twenty (20) days prior to the implementation of any such incompatible changes to the Service of which it becomes aware.
Privacy Policy
To create a user account or otherwise use the Service, the Provider collects and processes certain personal data in connection with providing the Service.
The login information shall be treated as confidential and may only be used by one person; a single login shared by multiple people is not permitted. For the processing of this data, the Provider is the Data Controller. You may read more about this in our Privacy Policy available here: https://relatude.com/privacy-policy, which is hereby incorporated into these Terms..
Customer Data.
The Provider does not own any Customer Data. The Customer, not the Provider, has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data.
The Customer grants to the Provider a worldwide, royalty-free, and non-exclusive license to access and use the Customer Data, as well as any other material and software you may upload through the Service, for the sole purpose of providing the Service to you as a Customer.
This license is valid only as long as this Agreement is in force. Upon termination of the Agreement the license is revoked. For avoidance of doubt, there is no transfer of ownership of Customer Data or any other data or Intellectual Property Rights from Customer to the Provider under this Agreement.
Personal Data processing.
As a result of providing the Service under the Agreement, the Provider may process, on the Customer’s behalf, personal data (as defined in the GDPR regulation from the EU) which the Customer will enter, upload, or distribute in using the Service (“Personal Data”).
For the purposes of GDPR, the Provider acts as a Processor on behalf of the Customer who acts as either a Controller or a Processor on behalf of another Controller.
The Provider shall ensure that:
- Personal Data is processed only for the purpose of fulfilling the obligations defined in the Agreement and instructions received by the customer, unless required by law to process Personal Data.
- Provider is not responsible for processing Personal Data in the Customer Data stored in the Service, unless the Customer instructs the Provider to perform specific tasks related to the Service.
- upon the Customer’s written request, assist the Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Customer's obligation to respond to requests for exercising the data subject's rights in the GDPR;
- upon the Customer’s written request, assist the Customer in ensuring compliance with the obligations regarding security, breach notifications, impact assessments and taking into account the nature of processing and the information available to the Provider;
- notify the Customer without undue delay when becoming aware of a personal data breach.
- maintain complete and accurate records and information to demonstrate his compliance with this section hereof;
- ensure that his personnel authorized to process the Personal Data are subject to contractual or statutory obligation of confidentiality;
The Customer consents to the Provider appointing third-party processors of Personal Data under the Agreement including but not limited to Microsoft Corporation. The Provider confirms that it has entered or will enter with the third-party processors into written agreements imposing on the third-party processors the appropriate data protection obligations under the Data Protection Legislation.
The Provider uses the Microsoft Azure Cloud Service the infrastructure behind the service. Therefore, any data entered, uploaded, or distributed in using the Service will be processed by the Microsoft Corporation or its subcontractors (a list of the subcontractors is available at https://servicetrust.microsoft.com/DocumentPage/e380d830-a35d-421b-971c-531ff90151e8 ). By entering into the Agreement, the Customer agrees with the above-mentioned means of processing the data when using the Service.
Content
The Customer is solely responsible for all the content it enters, uploads, or distributes in using the Service (the “Content”), and the Customer retains all rights, title, and interest to any intellectual property rights to this Content.
If any of the Customer’s Content is lost or damaged within the Service, the Provider will exert reasonable effort to help the Customer to restore the Content from a backup, if a backup is available, which shall be the Customer’s sole and exclusive remedy for lost or damaged Content. The Provider shall not be responsible for any loss, damage, or disclosure of the Content.
Any Content entered or uploaded into the Service will be stored and made available to the Customer upon written request for 30 days following the termination of the Service Subscription. After the expiration of the 30-day period, the Content will be irrecoverably deleted. This obligation shall not be affected by termination of the Agreement.
Fees.
Customer agree to pay subscription fees, additional metered usage fees and any other Fee set forth in Service’s Service Plans, or any other order forms for the Service ordered by you in writing and accepted in writing by the Provider.
Payment.
If the Service is purchased through the Azure Marketplace, Microsoft will invoice and charge Customer under the terms of the Microsoft Commercial Marketplace Terms of Use and applicable Order and the section below is not applicable.
Otherwise, if the subscription to the Service has been ordered outside Azure Marketplace, the payment for the Service subscription and other agreed charges shall be payed with the specified payment method in the Order. The Customer shall pay to the Provider Subscription fees for the whole billing period specified in the billing period before the Service Start Date specified. Metered charges and additional services are invoiced monthly.
Within 15 days of the end of every month, the Provider shall provide the Customer with a Monthly report and invoice, which shall contain a list of metered charges and additional Services that were used and requested in the previous month.
Unpaid amounts are subject to a finance charge (either 1.5% per month, or the maximum amount allowable by law, whichever is less) each month on any outstanding balance.
The Provider reserves the right to discontinue the Service and suspend all access to the Service if any Fees set forth in the Service Plan are more than thirty (30) days overdue, until such amounts are paid in full.
Suspension
If your use of the Service exceeds the amounts prepaid by you or if you fail to pay any amounts due by you, the Provider may suspend your account without prior notice to you. The Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur with connection with any suspension of your account pursuant to this section.
Intellectual property
The Provider owns all titles, interests and rights (including all related intellectual property rights) in and to the Service and to use any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Service.
This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service or the intellectual property rights owned by the Provider.
The provider hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license, for the duration of the term of this Agreement, to display the trade names, trademarks, service marks, logos, and/or domain names of Relatude (each, a “Relatude Mark”) for the purpose of promoting or advertising Customer’s use of the Service.
While using the Service, Customer may not, at any time: (a) display a Relatude Mark in a way that could imply a sponsorship or endorsement by, or an affiliation or relationship with, Relatude; (b) use a Relatude Mark to disparage Relatude or Relatude products or services; or (c) display a Relatude Mark on any site that violates any regulation or law.
Publicity
You agree that the Provider is allowed to refer to you as a Service customer and use your name, logo and other trademarks on the Relatude websites, Proventus website and in any Proventus/Relatude marketing materials.
Proventus will not use your name. logo or other trademarks in any other material like press releases, case studies and customer references without your prior written consent (which may be by email).
Term
This Agreement is effective until terminated by a party, as described below. The term for each Order will be set forth therein
Termination and suspension
Unless otherwise set forth in an Order, either party may cancel the subscription to the Service. Termination without cause will not affect Customer’s subscription to the Service for remainder of the time period left in the paid subscription, subject to the terms of this Agreement.
Provider will not provide refunds or credits for any partial subscription period(s) if the Agreement or an Order is terminated without cause, and the cancellation is done after 72 hours from purchase.
Provider may suspend use of the Offering without terminating this Agreement during any period of material breach. Provider will give Customer reasonable notice before suspending the Offering. Suspension will only be to the extent reasonably necessary.
Service Plan Warranty and disclaimer
To the extent a Customer has signed up for the Service against a Fee and the Provider has committed to a Service Plan, the Provider warrants that it will use commercially reasonable efforts to meet the requirements as agreed between the parties in such Service Plan.
In the event of any breach of the Provider’s warranty above, the Provider will correct the relevant defect the Service in accordance with the agreed specifications at no additional charge to the Customer.
In the event that the Provider is unable to correct the non-conforming Service within a reasonable time period (the Customer must allow for at least three (3) attempts at rectification), the Customer may claim a reduction in fees proportionate to the defect. or be allowed to terminate the Service in question by written notice.
If the Service is terminated with cause, and the above rules regarding rectification has been followed, the termination will having effect from the day such notice was received by the Provider, and shall be entitled to receive a refund for unused Service access remaining during the term of the Service in question.
The foregoing remedy is Customer’s sole remedy in the event of a breach of any service level and/or support commitment agreed between the parties (if applicable), unless otherwise explicitly agreed between the parties in writing.
The Providers obligations for breach of warranty as set forth above are conditional upon the Customer promptly notifying the Provider of such breach in writing, and providing the Provider with sufficient evidence of such non-conformity as to enable the Provider to reproduce and/or verify the same.
Disclaimer
Except as expressly stated in this Agreement, the Service is provided as is. To the maximum extent permitted by law, the Provider disclaims any and all other warranties (express, implied or statutory, or otherwise) including of merchantability or fitness for a particular purpose, whether arising by a course of dealing, usage or trade practice, or course of performance.
The use of the Service is at Customer's own risk, and Customer is fully responsible for any claim, expense, liability, or losses arising from any infringement of the Agreement.
Indemnification
The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, employees, and permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective affiliate or successors and any assign that occurs in connection with this Agreement. This section remains in full force and effect even after the termination of the Agreement.
Limitation of liability
Each party to the Agreement is only liable for damages caused intentionally or with gross negligence, in accordance with statutory mandatory law.
In no event and under no legal theory will a party be liable for special, incidental, direct or consequential damages arising out of or in connection with this Agreement, including, but not limited to, interrupted communications, lost data or lost profits, and damages that result from inconvenience, delay or loss of use of any information or data or of the Service, even if the Provider has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy provided herein.
Maximum liability
A party's total cumulative liability to the other party for any and all claims arising from or in connection with this Agreement (under any legal theory including claims in contract or tort), the Service shall not exceed the amounts actually paid by Customer to the Provider in the twelve (12) months preceding the incident or claim. All claims a party may have against the other party will be aggregated to satisfy this limit and multiple claims will not enlarge this limit.
Force Majeure
Neither party shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond that party's reasonable control (including and not limited to any pandemic, fire, strike, act or order of public authority, and other acts of God) during the pendency of such event.
Confidentiality
Each party to this Agreement will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.
A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party to enable the other party to seek a protective order (if notification is permitted by applicable law).
Issue Resolution and Governing Law
This Agreement is to be interpreted in accordance with the laws of Norway, without regard to conflict of law principles.
In the event of a dispute arising out of or relating to this Agreement and the issue is not resolved by the Provider’s customer support in a reasonable time frame, the parties shall first seek settlement of that dispute by negotiation between senior executives of the parties.
If they are unable to settle the dispute within thirty (30) days, or such other period as the parties shall agree in writing, the dispute shall be settled by the courts of Norway with Oslo District Court.
Notices.
Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing (including electronic communication) to the other party at the address below:
If to Customer, all notices will be delivered to the email address or physical postal address provided upon subscription of the Service, or as otherwise updated.
Proventus AS, Pilestredet 28 0166 Oslo, Norway
or by email to legal@relatude.com.
Severability.
If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect.
Electronic Communications
By using the Website or the Services, you consent to receiving certain electronic communications from the Provider and agree that any notices, agreements, disclosures, or other communications that the Provider sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
