Revelate General Terms & Conditions

1. GENERAL

This appendix, (the “General Terms & Conditions”, “T&C”, or “Terms”) along with the DPA, and the SLA, constitutes an integral part of the Agreement between Revelate and the Customer (as set out in the Signing Form).The Terms are:
provided by Revelate and;
ordered by the Customer, the legal entity that is ordering the Services (as defined below) under these Terms. 

2. DEFINITIONS

Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

“Access Point” is the point or points where Revelate provides the Services to the Customer for consumption.

“Administrative Users” are any Users in administrative roles without a commission-based salary.

“Commissioned Users” are any Users on a commission-based salary setup in the Service.

"Functions" means the Site and the Services, jointly.

"Service" means the services, as defined in §3.

"Site" means Revelate’s platform, from which the Services can be accessed.

“User” means employees, representatives or other people with access to the Functions, the Site, or the Services by authorization by the Customer.

3. SERVICES
   1. Administrator accounts: The Customer is responsible for ensuring that the information in the administrator account is accurate, updated and complete. The administrator account may only be used by the Customer by appointed personnel. The persons holding administrator accounts is updated through written contact between the Customer and Revelate.‍
   2. Delivery of Services: Revelate shall provide the Services at the Access Point from the Service Commencement Date in accordance with this Agreement.Revelate shall provide the services in accordance with the SLA
      Revelate is not responsible for disruptions of  the Service caused by a Customer’s IT environment, circumstances for which the Customer is liable pursuant to the Agreement, or circumstances beyond Revelate’s control.‍
   3. Limitation of access to the Services: Revelate has an unrestricted right to temporarily or permanently restrict continued access to the Services by the Customer or any of its User, or give notice to terminate the Agreement, with immediate effect if the Customer or User:
      1. within the Services processes information that infringes another party's copyright or other rights in a unlawful, unethical or immoral manner, or
      2. without authorisation attempts to destroy, distort, or obtain access to information within the Services.
      3. use the Service in breach of the Agreement.
         
         If Revelate exercises this right, it shall notify the Customer unless prohibited by law, court order or administrative decision by a competent authority.
         
         Revelate has a right to compensation for loss or damage, including compensation for loss of goodwill, caused by the Customer's or User’s action according to sections a)-b).  ‍
4. THE CUSTOMER’S OBLIGATIONS
   1. Eligible customers: The Customer warrants that the Users have read and understood the Terms. The Customer is at all times responsible for the use of the Services under these Terms, including by such persons - as if it was the Customer using the Services.‍
   2. Customer’s undertakings: The Customer is responsible to ensure that all Users access the Functions through interfaces provided by Revelate or as otherwise expressly authorized under these Terms. The Customer agrees to comply with all instructions and recommendations provided by Revelate from time to time.For Revelate to be able to perform its obligations under this Agreement, the Customer is responsible for the following:
      1. The Customer is responsible for faults and defects in the Customer's software and the subsequent non-availability of the Services.
      2. The Customer is responsible for all the data the Service needs to perform calculations. If the data fetched by the Service, or the data feeded into the Service, is corrupt or in any other way contains errors, Revelate is not responsible for the output.
      3. The Customer shall be solely responsible for verifying the accuracy of the algorithms utilized by the Services. The Customer acknowledges and agrees that any errors in the outputs provided by the Services, which are due to inaccuracies in the algorithms, shall be the responsibility of the Customer.
      4. To the best of their knowledge, the Customer is responsible that the Customer’s data is free from viruses, trojans, worms or other harmful software or code that in any other way could damage or interfere with Revelate’s system or the Services. 
      5. The Customer shall ensure that log-in information, security methods and other information provided by Revelate are handled confidentially in accordance with what is stated below under “Confidentiality”. The Customer shall notify Revelate immediately in the event of unauthorized access to information.
      6. The Customer shall notify Revelate immediately upon discovery of any infringements or attempted infringements that might affect the Services.
      7. The Customer also agrees not to:some text
         1. defame, abuse, harass, threaten or otherwise violate the legal rights of any third party or us;
         2. resell or in any way redistribute results generated in the Functions or use the Services in order to create a competing service or product.‍
   3. Use of the Functions: The Customer may not copy software that is included in the Services or let anyone other than the Users use the Services. The Customer shall specify the Users that are authorized to use the Services by inviting them to the Service. If a person is no longer authorized to use the Services, The Customer shall immediately remove their access. The Customer is responsible for all The Users use of the Services.The Customer shall ensure that the Customer and its employees do not use the Service in a manner which may damage or negatively affect the Service, Revelate or any third party.

5. PRICES AND PAYMENT
   1. Price information: All fees are in SEK and exclusive of value-added tax (VAT) unless otherwise follows from the Agreement.
      
      The Customer agrees that the licensing of the Product is based on the number of Users, with distinct classifications on Commissioned Users and Administrative Users. Subscriptions to licenses required for Commissioned Users shall incur charges as stated in the Signing Form, whereas subscriptions to licenses for Administrative Users shall be provided free of charge.
      
      New Commissioned Users will be added to the Customer's total count of subscribed licenses. License fees for new Commissioned Users will not be applied retroactively, only to the remainder of the current subscription cycle. Conversely, should a Commissioned User terminate their employment with the Customer, the Customer remains responsible for the payment of the license until the next renewal of the subscription.
      
      The licenses may at any time be reallocated to a new Commissioned User without incurring additional charges to the Customer.
      
      The number of subscribed licenses as specified in the Signing Form constitutes the minimum commitment by the Customer. The Customer is required to maintain payment for this number of subscribed licenses, and any licenses added during the subscription cycle, until the next renewal of the subscription.
      ‍
      Revelate has the right to change the prices for the Services (“Renewal Rate”). If the prices are increased by more than 10% on an annual basis, Revelate must inform the Customer 90 days prior to the Renewal Rate coming into effect.
      
      In the event that the Customer would like to terminate the Agreement and the Services due to the Renewal Rate, the Customer must inform Revelate no later than 30 days after the Renewal Rate was initially communicated. In this case, the Agreement and the Services will be terminated by the date the Renewal Rate would have come into effect.
      
      Revelate reserves the right to separately price and charge for any New Services (as defined in section 11 below) pursuant to section 11.‍

5. Payment terms_ Revelate offers payments by way of invoice. Revelate will invoice the Customer for the Services annually and in advance, unless otherwise agreed between the parties. The Customer agrees that Revelate may issue electronic invoices. The Customer must keep the invoice  information provided to Revelate accurate and up-to-date.
   
   Revelate is entitled to perform a credit control when needed in order to offer the Customer a credit period.
   
   The Customer agrees to pay the invoice within twenty (20) days from the invoice date, unless otherwise agreed between the Parties. Payment after the due date will entail late payment fees and interest in accordance with the Interest Act 1975:635 (Sw. Rantelagen).
   
   If any charge owing by the Customer under this Agreement is twenty (20) days or more overdue, Revelate may withhold further provision of the Services until the Customer has paid all amounts due and outstanding, provided that Revelate has given the Customer at least ten (10) days prior notice.‍
6. Refunds: Revelate does not provide refunds, right to return for a purchased subscription, credits for any partially used subscription or credits by reason of the Customer’s dissatisfaction with the Services and/or the Functions.‍
7. REVELATE’S LIABILITY
   1. Liability: Revelate’s liability to the Customer will be limited as follows:
      1. Revelate shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and
      2. Revelate’s total liability to the Customer for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by the Customer for the Services during the last six (6) month period preceding the event or circumstances giving rise to the claim under the applicable order/contract.
      3. Revelate shall not be liable for any loss of data, except to the extent the loss of data is caused by Revelate’s negligence in performing its agreed commitments under the Agreement.‍
   2. Cancellation: Revelate is not liable for damages unless the Customer notifies Revelate in writing thereof no later than one (1) months after the Customer noticed or should have noticed, the actual damage, however no later than three (3) months from when the damage occurred.‍
   3. Defects and delays beyond Revelate’s control (force majeure): Revelate is not responsible for delays and defects due to circumstances beyond Revelate’s control, including but not limited to lightning strike, labor disputes, armed conflicts, fire, natural disaster, changes in regulations, governmental actions, and/or faults or delays in services provided by a sub-contractor due to such circumstances as are stated above.
      
      Such circumstances shall constitute grounds for release resulting in an extension of the deadline for performance and release from liability to pay damages and other remedies. If Revelate, or Revelate’s suppliers, are delayed by such an event outside Revelate’s control, then Revelate will contact the Customer as soon as possible to let the Customer know and Revelate will take steps to minimize the effect of the delay.
      
      If the performance of the Services in substantial respects is prevented for a period exceeding two (2) months due to a circumstance stated herein, either party shall have the right to terminate the Agreement in writing, without incurring any liability for compensation.‍
8. CONFIDENTIALITY‍

During the term of these Terms and thereafter, the parties undertake not to disclose to any third party information regarding these Terms, nor any other information that the parties have learned as a result of these Terms, whether written or oral and irrespective of form ("Confidential Information").

The parties agree and acknowledge that the Confidential Information may be used solely for the fulfillment of the obligations under these Terms and not for any other purpose. The receiving party further agrees to use, and cause its directors, officers, employees, sub-contractors or other intermediaries to use, the same degree of care to avoid disclosure or use of Confidential Information.

The confidentiality undertaking above shall not apply to:

1. information which was independently developed by Revelate without reference to information received by the Customer;
2. information which is publicly known, or which becomes public knowledge in another way than through a breach by the receiving party of this confidentiality undertaking;
3. information which the receiving party can show has come to its knowledge in any other way than via the Services;
4. information which the receiving party received or may receive from a third party without being bound by a duty of confidentiality in relation to the third party; and
5. information which the receiving party is obliged under mandatory law, court or government order or binding stock exchange regulations to reveal to public authorities.

Each party also undertakes to ensure that any information disclosed under this section 8, to the extent possible, shall be treated confidentially by anyone receiving such information. This confidentiality undertaking shall remain in force three (3) years after the termination of the Terms.

8. NON-SOLICITATION

During the Term and for a period of twelve (12) months thereafter, the Customer shall refrain from attempting to solicit any individual who is employed by Revelate and with whom the Customer has had contact with in connection with the performance of the Services.

This shall not apply with respect to a) persons that approach the Customer on an unsolicited basis or who respond to general advertisements for employment not specifically directed at the Customer or any of the Customer’s employees; b) persons who are referred to you in good faith by search firms, employment agencies or similar; and c) persons who have terminated their employment with Revelate prior to their contacts or discussions with the Customer. 

9. MISCELLANEOUS

Revelate shall be entitled to use sub-contractors to perform Revelate’s obligations in relation to the Customer. Revelate has the same responsibility for work performed by subcontractors as for its own work.

The parties shall not be entitled to assign any rights or obligations under the Agreement without the prior written consent of the other party.

Revelate shall however be entitled to assign the Agreement to another company in the same group as Revelate.  

10. CHANGES AND ADDITIONS

Revelate continuously updates, improves and develops the Site and Services, which means that new modules, functionalities and services may be created ("New Services"). New Services are not included in the Services currently offered to the Customer.

The Customer may choose if the Customer wants to accede to any New Services. However, Revelate reserves the right to charge new, separate or additional fees for any New Services, including start-up, implementation and license fees.

All New Services and new functionalities, features and content introduced and added to the Services and/or the Site will be subject to what is stipulated in the Terms.

11. PRIVACY

The Customer acknowledges that the Customer is the data controller for any personal data processed by Revelate on the Customer’s behalf in conjunction with the Customer’s use of the Services. The Customer also acknowledges that Revelate acts as data processor; therefore, by agreeing to the Terms the parties enter into the Data Processing Agreement, which shall remain in effect for as long as Revelate processes personal data on the Customer’s behalf.

12. PROPERTY AND INTELLECTUAL PROPERTY RIGHTS
    1. Revelate’s rights: The Functions is owned and operated by Revelate. All copyrights, trademarks, trade names, logos and other intellectual or industrial property rights held and used by Revelate as well as those presented in the Functions (including titles, graphics, icons, scripts, source codes, etc.) are Revelate’s property or third party licensors’ property and must not be reproduced, distributed, sold, used, modified, copied, limited or used (in whole or in part) without Revelate’s written consent.
       
       Unless otherwise set forth in this Agreement, nothing in the Agreement or other documentation between the parties shall be considered to constitute a transfer of intellectual property rights between the parties.‍
    2. License: Subject to the Customer’s fulfillment of the terms of the Agreement, Revelate grants the Customer a non-exclusive, non-transferable and in time limited license to use the Site and the Services for the sole purpose of using the Services in its business activities. Upon expiry or termination of this agreement, this license shall end.‍
    3. Data ownership and use: The Customer retains sole ownership of data originating from the Customer’s systems and software, as well as data from third-party systems and software utilized by the Customer.
       
       Revelate is granted the right to collect, analyze, disseminate, and publish both such data and specific insights related to the commission plan, solely in an aggregated and anonymized form that precludes the identification of the Customer, absent the Customer’s express consent.
       
       Ownership of any such aggregated data shall vest exclusively with Revelate.
       
       Revelate is expressly prohibited from publishing or otherwise disclosing any data that can be traced back to the Customer or any Users without authorization.‍
    4. Respect for Revelate’s property: The Customer must not tamper with, attempt to gain unauthorized access to, modify, hack, repair or otherwise adjust any of Revelate’s material, hardware, source codes or other information for any purposes.‍
    5. Respect for Revelate’s intellectual property: The Services and other information, including all associated intellectual property rights, provided and made available by Revelate, remain Revelate’s exclusive property.The Customer may not use Revelate’s exclusive property for commercial or any other purposes without Revelate’s written consent.

13. NOTICES

Notices or other communications shall be sent by courier, registered post, or email to the party's contact person at the addresses specified by such party. Notices are deemed to have been received by the other party: 

1. at the time of delivery, if sent by a courier;  
2. five (5) days after dispatch, if sent by registered post;
3. at the time the electronic message arrived at the recipient's email address, if sent by email.

14. GOVERNING LAW AND DISPUTES

Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the SCC Arbitration Institute (the “SCC”).

The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.

The seat of arbitration shall be Stockholm.The language to be used in the arbitral proceedings shall be English unless otherwise agreed.This contract shall be governed by the substantive law of Sweden.