© 2021 Finalytic Ventures Ltd. All rights reserved.

Finalytic Ventures Ltd. is a company registered in England and Wales (N° 12306258).

General Terms and Conditions for Software Licenses

DATE

This agreement is dated on the date as per the specific Software License Agreement agreed with the customer.

PARTIES

Party 1. Finalytic Ventures Ltd a company incorporated and registered in England and Wales with company number 12306258 and whose registered office is at Kemp House, 152-160 City Road, London, EC1V 2NX, UK (the “Provider”)

Party 2. The Client as defined per the detail in the specific Software License Agreement (the “Client”)

This agreement and the Software License Agreement will then govern the relationship between the Client and the Provider and any use the Client makes of the Services (as defined below) from the Effective Date until termination or expiry in accordance with clause 13 (Term and Termination).

AGREED TERMS

1 INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

Applicable Law: all applicable laws, enactments rules, regulations, orders, regulatory policies, regulatory permits and licences, and any mandatory instructions or requests of a regulator, in each case which are in force from time to time.

Authorised Users: those Guests, Vendors, employees and independent contractors of the Client who are authorised by the Client to use the Services and the Documentation, as further described in clause 2.2.

Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

Client Data: the data inputted by the Client, Authorised Users, or the Provider on the Client’s behalf for the purpose of using the Services or facilitating the Client’s use of the Services.

Commission Revenue: means a set percentage of the value of a Service provided to an Authorised User by a Vendor payable to the Client.

Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.6 or clause 10.7.

Controller: has the meaning set out in article 4 of the GDPR.

Data Subject: an individual who is the subject of Personal Data.

Data Protection Laws: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the GDPR and any other directly applicable European Union regulation relating to privacy.

Documentation: the document made available to the Client by the Provider online via www.finalytic.co or such other web address notified by the Provider to the Client from time to time which sets out a description of the Software and the user instructions for the Software.

Effective Date: the date specified as per the specific Software License Agreement agreed with the customer.

GDPR: the General Data Protection Regulation (Regulation (EU) 2016/679).

Guest: means a person who owns or rents a Relevant Property from a Client Customer and who signs up for the software during the Subscription Term.

International Organisation: has the meaning given to it in article 4 of the GDPR.

Intellectual Property Rights: patents, trademarks, service marks, design rights, domain names, database rights, registrations and applications for registration for any of the foregoing, copyright and all rights in the nature of copyright, trade secrets, know-how and other industrial and intellectual property rights, wherever subsisting.

Normal Business Hours: 9 am to 6 pm local UK time, each Business Day.

Payment Date: the payment date specified, or as explained as part of the billing conditions, as per the specific Software License Agreement agreed with the customer.

Personal Data: has the meaning set out in article 4 of the GDPR and relates only to personal data, or any part of such personal data, comprising the Client Data.

Processing: has the meaning set out in article 4 of the GDPR.

Processor: has the meaning set out in article 4 of the GDPR.

Records: has the meaning given to it clause 4.4.8.

Relevant Property: means each managed unit within a property of a Client Customer in respect of which the Client provides property management services pursuant to the terms of a Client Relevant Contract.

Services: the provision by the Provider to the Client of: (i) the licence to use the Software and Documentation pursuant to clause 2; and (ii) the Support Services, as more particularly described in the Documentation and the Support Policy respectively. This will be clarified in the specific Software License Agreement agreed with the customer.

Software: the Finalytic online software application (or such other name as the Provider may adopt for it from time to time) provided by the Provider via https://app.finalytic.co or via mobile app (via the Apple AppStore or Google Playstore, or such other web address notified by the Provider to the Client from time to time). This will be clarified in the specific Software License Agreement agreed with the customer.

Software License Agreement: the specific client contract outlining key terms and conditions that accompany and complete this set of general terms. The terms in this general document will govern the agreement with the Client, unless where specifically written and/or clarified in the specific client contract.

Subscription Fees: a sum specified in the Software License Agreement which includes VAT and is calculated as multiplied amount per relevant property of the client.

Subscription Term: has the meaning given in clause 13.1.
Support Policy: the Provider’s policy setting out the terms of the technical helpdesk support service in relation to the use of the Software as made available online via https://app.finalytic.co or such other web address notified by the Provider to the Client from time to time.

Support Services: the technical helpdesk support services to be provided by the Provider to all Authorised Users in accordance with clause 3.3 and the terms of the Support Policy.

UK Data Protection Legislation: any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 or any successor legislation.

Vendor: any person or company offering a payable service or product via the Software platform to Authorised Users.

Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this agreement.
1.8 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this agreement under that statute or statutory provision.
1.9 A reference to writing or written includes and e-mail.
1.10 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.

2 LICENCE
2.1 Subject to payment of the Subscription Fees the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Provider hereby grants to the Client a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Software and the Documentation during the Subscription Term.
2.2 In relation to the Authorised Users, the Client undertakes that:
2.2.1 each Authorised User shall keep a secure password for his use of the Software and Documentation, and that each Authorised User shall keep his password confidential;
2.2.2 for each Authorised User legal age as has been verified as defined for UK (18 years + ) before individual Software is made available to use for the procurement of services
2.2.3 it shall maintain a written, up to date list of current Authorised Users and provide such list to the Provider within 5 Business Days of the Provider’s written request at any time or times;
2.2.4 it shall permit the Provider to audit the use of the Software in order to establish the name and password of each Authorised User. Such audit may be conducted no more than once per quarter, at the Provider’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Client’s normal conduct of business; and
2.2.5 if any of the audits referred to in clause 2.2.4 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Provider’s other rights, the Client shall promptly disable such passwords and the Provider shall not issue any new passwords to any such individual.
2.3 The Client shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Software that:
2.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2 facilitates illegal activity;
2.3.3 depicts sexually explicit images;
2.3.4 promotes unlawful violence;
2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6 is otherwise illegal or causes damage or injury to any person or property;
and the Provider reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client’s access to any material that breaches the provisions of this clause.
2.4 The Client shall not:
2.4.1 except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:
2.4.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
2.4.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2.4.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
2.4.3 use the Services and/or Documentation to provide services to third parties; or
2.4.4 subject to clause 20, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
2.4.5 attempt to obtain, or assist third parties in obtaining access to the Services and/or Documentation, other than as provided under this clause 2.
2.5 The Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Provider.
2.6 The rights provided under this clause 2 are granted to the Client only, and shall not be considered granted to any subsidiary or holding company of the Client.