Service-as-a-Software Agreement

By subscribing to ActivityInfo (the “Services”) provided by BeDataDriven B.V. (“the Provider”) in relation to ActivityInfo (the “Software”), hosted on, you (the “Organization”) are agreeing to be bound by the following terms and conditions (the “Agreement”).

1 Term of the Agreement

The duration of this Agreement (the “Term”) shall be specified in writing on conclusion of this Agreement, beginning on the date of conclusion.

2 Definitions

‘Database’ means the highest level of aggregation of data in the Platform;

‘Defect’ means a defect, error or bug having adverse effect on the appearance, operation or functionality of the Platform, but excluding any defect, error or bug caused by or arising as a result of an act or omission of the Organization, or an act or omission of one of Organization’s employees, officers, agents, suppliers or subcontractors;

‘Documentation’ means the documentation produced by the Provider and made available on the Platform to the Organization describing the platform and specifying how the Platform should be used;

‘Permitted Purpose’ means creating Databases on the Platform and inviting other Users within the Organization, or from organizations having reporting responsibilities to the Organization, to report results or review data;

‘Platform’ means the software application known as ActivityInfo that is owned and operated by the Provider, and that will be made available to the Organization as part of the Service under this Agreement;

‘Service’ means the collection of services and warranties to which the Organization is entitled during the Term of this Agreement;

‘Term’ means the term or contracting period of this Agreement;

‘User’ means a single person, not necessarily affiliated with the Organization, with a registered account on the Platform;

3 Fees and Payment

The subscription fee is to be paid in full at the start of the Term. If required by the Organization’s financial department for the payment of invoices, the Organization will supply the Provider with a purchase order in a timely manner, but no later than thirty (30) days after the Effective Date.

Payments are due within thirty (30) days of the date on which these are invoiced by the Provider to the Organization;

4 The Service

The Provider grants the Organization with a non-exclusive right to use the Platform for the Permitted Purpose during the Term of this Agreement.

As part of the Service and subject to the warranties set out in Section 6, the Provider will:

5 Service Level Objective (SLO)

During the Term of this Agreement, the Provider will provide a Monthly Uptime Percentage of the Platform to the Organization of at least 99.5% (the “Service Level Objective” or “SLO”). For any calendar month where the availability falls below the Service Level Objective as measured by Provider’s external Monitoring Service, the Organization may apply to receive a Financial Credit. The following definitions are used in this Service Level Objective:

The Organization must submit an application for a Financial Credit to the Helpdesk within thirty (30) days from the end of the calendar month for which the Organization is eligible to receive a Financial Credit.

The Service Level Objective does not apply in the following circumstances:

6 Warranties

Each Party warrants and represents to the other Party that it has the legal right and authority to enter into and perform its obligations under this Agreement.

The Provider warrants and represents to the Organization:

The Organization acknowledges that complex software is never wholly free from Defects and the Provider gives no warranty or representation that the Platform will be wholly free from Defects.

The Organization acknowledges that the Provider does not warrant or represent that the Platform will be compatible with any application, program or software not specifically identified as compatible with the Platform.

7 Changes to the Platform

The Organization accepts that the Provider uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Platform. The Provider reserves the right to expand, reduce or otherwise modify its use of such third party services without prior notice to the Organization.

The Organization accepts that the repair of defects and the release of updates to the Platform may introduce changes to functionality, layout, colors, language or any other user-visible aspect of the Platform without prior notice by the Provider and will not hold the Provider liable for any costs arising from the need to review, modify, (re)print or (re)distribute documentation, presentations or any other form of learning material, in digital or printed format, created and owned by the Organization or a third party.

8 Use Restrictions

The Organization agrees, with respect to use restrictions, not to:

Each account on the Platform may only be used by the User named in the account and may not be shared with other Users. The Provider reserves the right to temporarily suspend or indefinitely deny access to an account if its use, as determined solely by the Provider, is in violation of this restriction and if it remains to be so fourteen (14) days after the Provider has informed the User of this violation.

9 Data on the Platform

The Provider agrees that it will undertake all reasonable efforts to protect the data uploaded by the Organization on the Platform.

The Provider will not disclose to third parties the information uploaded by the Organization on the Platform without the explicit written permission of the Organization. The Organization acknowledges that the Provider may be required by law to disclose the data uploaded on the Platform by the Organization to law enforcement officials in the investigation of fraud or other alleged unlawful activities. The Provider warrants and represents that it will inform the Organization in writing within one (1) day of receiving any such request for disclosure of data.

The Organization has sole responsibility for the accuracy and reliability of the data uploaded on the Platform. The Organization retains ownership of any copyright, trademarks, database rights and any other intellectual property rights in the data uploaded on the Platform.

By uploading data on the Platform, the Organization does not transfer the intellectual property or any other rights in those data to the Provider.

The Organization has sole responsibility for the removal or export of data uploaded on the Platform by the Organization before termination of this Agreement.

10 Termination

This Agreement automatically terminates when its Term as set out in Section 1 expires, unless both Parties have agreed, in writing, to extend the Term.

Either Party may terminate this Agreement upon thirty (30) days’ notice, in writing, to the other party if the other Party:

11 Force majeure events

The Provider will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond the Provider’s reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.