This Distribution Agreement (The Agreement) is an offer by Altegio Limited (hereinafter the "Licensor"), addressed to legal entities and fully capable individuals (hereinafter the "Licensee"),
WHEREAS, the Licensor has developed the software (the cloud service) described hereto;
WHEREAS, the Licensee plans to start the distribution of software in Territory and has the necessary resources for this purpose;
WHEREAS, the missions of the Parties are complementary;
NOW THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the Licensor proposes to conclude a this Agreement under the following conditions:
Capitalized terms used in this Agreement shall have the following
- ”Agreement” - this Agreement between the Licensor and the Licensee, concluded by Acceptance of the Licensee;
- "Website" means a data resource on the Internet owned by Licensor and having unique URLs alteg.io, including any and all possible subdomains or any and all domain names owned by Licensor, such data resource is an aggregate of all interrelated subject-specific web pages and used to publish data on the Internet.
- "Platform" means software Altegio to automatize the provision of services, including the optimization of employment scheduling by the provision of online client appointment system via the web site or any and all partner web sites of the Licensor, the client's accounting system, the accounting system of the services provided (the work performed), and the notification of clients via SMS. The Platform shall be published on the Licensor’s server. The Platform shall be accessible via the Website. Altegio is a cloud-based software for online scheduling appointments and business automation for local service companies. Online-booking widget is deeply integrated with the software, it is one of the main modules of the cloud service. It supports a variety of booking scenarios, supports most devices and popular screen-resolutions, including mobile phones, and it can be embedded on the website and social networks. Design of the widget can be customized for the client requirements. Altegio allows to manage online schedules and appointments in the one interface, which automatically creates the customer base and segments all clients according to their preferences, frequency of visits and amount of spendings. The system identifies the most important and loyal customers. The analytical module allows to identify the most valuable employees and services, to evaluate how specialists are booked and the module helps to make the right business decisions. Integrated SMS-services and triggers allow sending messages manually and automatically to remind customers about upcoming appointments, to inform about changes of loyalty cards, bonuses and others. The modules of financial and inventory accounting track all financial and commercial operations. Сonsumables are taken into account automatically. The calculation of salaries can be done in a few clicks. The program can account for a percentage for services provided by the employee and the cost price of services. Altegio helps to increase the conversion rate of the website and social networks, save time on operational processes and decrease the amount of errors caused by human factors. The platform is suitable for chain-brands in the service market. It provides a merged customer base for all locations. The loyalty card contains the client's history of the orders in all branches. Altegio also provides branded mobile apps (iOS and Android) for end-customers with a personal cabinet, loyalty managing interfaces and advanced online-booking scenarios. Moreover administrators and staff of a company can access the software through the Altegio administration mobile app (iOS and Android available) which allows users to work from any location.
- "Licensor" means Altegio Limited, a company registered under the laws of the Republic of Cyprus, registration number: HE 434056, address: Ioanni Stylianou, 6, 2nd floor, Flat|Office 202, 2003, Nicosia, Cyprus.
- Licensee - a person who has unconditionally accepted this Agreement and is the Licensee under the concluded Agreement.
- "Non-exclusive License" means the Licensee's ability to use the Platform under the terms of this Agreement, as well as the ability to enter into distribution agreements with third parties in the territory specified in the Application. Non-exclusive License grants the Licensee only such scope of rights as set forth in clause 2.2 of this Agreement.
- "Intellectual Property" means all trademarks or trade names (whether common or registered), patents, masks, patent applications, copyrights (whether published or unpublished), trade secrets, know-how, designs, methods, processes, workflows, inventions, proprietary information and transferable rights under written agreements relating to the Platform and Technical Support.
- "Technical Support" means a series of measures taken by the Licensor to advise the Licensee and/or users who have purchased the Platform on how to use the Platform, make changes to the initial settings of the Platform, which shall be stipulated in a separate agreement, and correct deficiencies identified.
- “Authentication Data” means the combination of the user’s identifier (login) and the password granted by the Licensee to any and all lawful owners of the Non-Exclusive License required for identifying the user of the Platform and protecting the Platform from any unauthorized use. For the purposes of this Agreement, the Authentication Data shall also be the means of accounting for the owners of the Non-Exclusive License.
- "Client" means an individual or legal entity that enters into an agreement with Licensor or Licensee, the latter fulfills the terms of this Agreement.
- "Proprietary Information" means any information under this Agreement having real or potential value owing to its uncertainty to third parties, not intended for a wide distribution and/or using by unlimited circle of people, meeting current legislation requirements.
- “License Fee” means the regular payment made by the Licensee to the Licensor.
- “Minimum Revenue Amount” means regular royalties paid by the Licensee to the Licensor, regardless of the income received by the Licensee from the distribution of the Platform.
- ”Application” - an integral part of this Agreement, being an Acceptance of this Agreement, concluded by the Parties, containing all pre-agreed material terms and conditions of interaction between the Parties.
- Any other agreement, document or instrument referred to herein or executed and delivered in connection therewith shall not be construed against any party as the principal drafter of this Agreement or instrument. Any phrase represented by the terms "other," "including," "including," and ", inter alia," or any similar expression shall be construed as illustrative and shall not limit the meaning of the words preceding those terms.
- Capitalized terms used in this Agreement shall have the following meanings:
Scope of the agreement
The parties agree that the use of the Platform means the granting of
the following rights:
- The right of distribution, i.e. the right to sell and distribute the Platform owned by the Licensor by entering into separate agreements exclusively in the territories specified in the Application to this Agreement for interaction with individuals and legal entities. Distribution of the Platform may be performed on the basis of separate agreements entered into by the Licensee (the form, terms and conditions of such agreements are determined by the Licensee, but shall not conflict with the terms of this Agreement). The Clients get access to the latest available version of the Platform to reproduce it through the Website;
- the right of modification granted only for the purposes of functional integration of the Platform to any other programs required for ensuring their joint functioning. The right of modification shall not include the right of the Licensee to alter the Platform’s programming code;
- the right to publicly display;
- the right of reproduction, i.e. taking any actions required for the functioning of the Platform in accordance with its purpose, including changes to the Platform database using the Website interface for the purposes of integration (ensuring the joint operation) of the Platform with any other programs.
When using the Platform, Licensee are prohibited:
- without Licensor's consent modify the Platform, including modifying, decompiling, disassembling, decrypting and performing other actions with the Program code, as well as trying to bypass technical restrictions of the Platform;
- Perform actions in relation to the Platform that violate the Laws and international norms.
- add to the Platform personal data obtained without the consent of subjects of personal data;
- attempt to access third parties information stored on the Platform;
- The Altegio Platform is the result of the intellectual activity of the Licensor and is protected by international copyright laws.
- The Licensor warrants that it has all necessary rights to the Platform to provide them to the Licensee, including documentation for the Platform.
- The algorithms of the Platform and its source codes (including their parts) are the Licensor's trade secrets. Any use of them or use of the Platform in violation of the terms of this Agreement is considered as a violation of the Licensor's rights and is a sufficient reason to deprive the Licensee of the rights granted hereunder.
- The Licensee is not granted ownership of the Platform and its components, but only a non-exclusive right to use the Platform and its components in accordance with the terms and conditions set forth in this Agreement and the Application.
- Licensee is not granted any rights to use the trademarks and service marks of Licensor and/or its partners.
- Licensee has no right to copy, distribute the Platform and its components in any form, including in the form of source code, in any way not stipulated by the Agreement and Application, including leasing, renting or lending.
Rights and obligations of the Parties
Obligations of the Licensor
Under this Agreement the Licensor grants the Licensee a
non-exclusive right to use the Platform from the moment the
Licensee unconditionally accepts the terms of this Agreement and
provides the Licensee with all the necessary Authentication
Data. For the purposes of the integration of the Platform with
any other programs, the Licensee shall also receive:
- ● any technical documentation needed to develop the programming models of integration of the Platform with any other programs;
- ● API key granting access to the Licensor’s Application Programming Interface (API) needed for the purposes of the Platform being accessible from other programming interfaces. A separate API key shall be granted for each integration.
- The right to use the Platform shall be granted by the Licensor to the Licensee during the whole term of this Agreement.
- The Licensor shall settle any disputes initiated by third parties in the event of improper functioning of the Platform on its own.
- The Licensor shall provide technical support during the period of the use of the Platform by the Licensee or third parties.
- The Licensor may not distribute or grant the right to distribute the Platform to third parties within the territories set forth in Application during the whole term of this Agreement, except for the terms and conditions provided in Clause 4.1.6 of this Agreement or in the Application.
- Unless otherwise agreed by the Parties in the Application, the Licensor shall retain the right to sell and grant access to the Platform to the branches of companies which are already clients of the Licensor before the Effective Date. The Licensee shall have the right to sell and grant access to the Platform to the branches of companies which are Clients of the Licensee even if such branches exist outside the Territory. In case of conflict, the Licensor or the Licensee, whichever has the longest relationship with the Client, shall have the right to sell to the client and its branches.
- Unless otherwise agreed by the Parties in the Application, the Licensor shall direct all requests received by it with respect to the use or distribution of the Platform within the territories set forth in the Application of this Agreement to the Licensee.
- ensure the confidentiality of the data placed by the Licensee on the Platform for the entire period of their stay on the Licensor's server.
- Upon Licensee's request, send the Invoice and other documents to Licensee.
- Under this Agreement the Licensor grants the Licensee a non-exclusive right to use the Platform from the moment the Licensee unconditionally accepts the terms of this Agreement and provides the Licensee with all the necessary Authentication Data. For the purposes of the integration of the Platform with any other programs, the Licensee shall also receive:
Obligations of the Licensee
- Any claims can be sent by the Licensee to the Licensor only in case the claims of third parties have arisen due to improper functioning of the Platform. In cases where the improper functioning of the Platform is caused by the improper functioning of integrated programs, partner web sites or improper operation of the Platform, the Licensee shall independently settle the arisen claims.
- Licensee may not use the Platform in any way not provided for in this Agreement
- Licensee may not distribute the Platform in territories other than those specified in the Application to this Agreement.
- Licensee may not, directly or indirectly, including by ownership or other control over other companies, or by establishing affiliates or facilities for distribution of the Platform in the distribution territory or beyond, distribute any Platform identical or similar to the Platform, which is planning software for service businesses. Licensee may derogate from the foregoing provision only after receiving Licensor's written consent.
- Do not take actions or make other attempts to copy, modify, decompile (convert object code to source code), disassemble (analyze and examine the object code) the Platform.
- Not to perform actions in relation to the Platform that violate international standards on copyright and the use of software tools.
- provide Licensor with all information and documents necessary for Licensor to fulfill its obligations under this Agreement.
Licensor has the right:
- Use for their own benefit or grant third parties the rights to distribute the Platform.
- Request information from the Licensee about the number of contracts concluded by the Licensee and the terms of such contracts.
- make changes to the Platform without notifying the Licensee at any time and for any reason, including, but not limited to, to meet the needs of other licensees, competitiveness requirements, or to comply with regulatory requirements. Licensor reserves the right to add new features and functionality to the Platform or remove existing features and functionality from the Platform.
- The Licensor retains the right to sell and provide access to the Platform to Clients referred by the Licensee, as well as affiliates of companies that are already Clients of the Licensor. The Licensor has the right to sell and provide access to the Platform to affiliates of companies that are Clients of the Licensee.
Licensee has the right to:
- to get round-the-clock access (except for the time of maintenance work) to the Licensor's server to use the Platform.
- transfer the right to use the Platform by entering into appropriate sublicense agreements, including the right to distribute and reproduce the Platform to end users, except for modification of the Platform. Such transfer of the right to use the Platform is subject to compliance with all terms and conditions of this Agreement. Use the trademark, trade name and brand of the Licensor only for informational and advertising purposes with the written consent of the Licensor.
- independently determine ways and methods of distribution of information about the Platform, as well as the Platform itself, including (but not limited to) by entering into sub-license agreements, agency contracts, engaging sub-contractors and sub-distributors to implement technical aspects of the preparation and distribution of the Platform.
- the Licensee independently and at its own discretion creates and (or) develops an appropriate network for the distribution, implementation of the Platform in the territory specified in the Application to this Agreement.
- Obligations of the Licensor
Scope of License and warranties
- Licensor retains all non-transferable rights or rights that are not granted to Licensee under this Agreement.
- The Licensor and the Licensee by agreement may create other software related to the Platform. Licensor and Licensee will determine the ownership of the intellectual property of such software under separate agreements between the Parties. The Parties agree that if any other programs are integrated into the Platform, such created Platforms do not constitute separate intellectual property created by the Parties. The Licensor retains all rights to the relevant integrated portions of such created Platform.
Each non-exclusive license granted under this Agreement applies to
all components of the Platform, including:
- ● Platforms developed for electronic computers that support the operation of the Platform Design (graphics, layout of design elements of the Platform, etc. ) any other components of the Platform, including images, soundtracks, texts)
- The Licensor guarantees that no components of the Platform are used by the Licensor in violation of any third-party rights of the Licensor.
- Under a separate agreement concluded by the Parties, the Licensor may organize for a separate fee the adaptation or implementation of the Platform configuration in order to improve the compliance of the Platform configuration with the personal needs and requirements of the Licensee. In this case the Licensor owns the rights to the adapted software code.
- Licensee acknowledges and agrees that no exclusive rights to the intellectual property of Licensor are transferred under this Agreement.
- If any third party disputes the Licensor's right to the Platform after the conclusion of this Agreement, the Licensee shall immediately, as soon as it becomes aware of such an event, take steps to inform the Licensor about it.
- Licensor is not responsible for the content of third party web sites or services, for any links published on third party web sites, or for changes or updates to third party web sites and services. Licensor provides links to third party websites and services for Licensee's convenience only, and the inclusion of any link or availability does not imply endorsement by Licensor of a particular third party website or service.
- Licensee agrees that no Platform is free from defects, and Licensee's employees must take all reasonable steps, exercise reasonable care and skill to resolve any problems that arise. This warranty is void if failure of the Platform is caused by negligence, misuse or mishandling of the Platform. Licensee agrees that the warranty referred to in this paragraph is the only warranty it has with respect to the Platform.
- To the fullest extent permitted by applicable law, Licensor disclaims all warranties or conditions, express or implied, statutory, separate agreement or otherwise, including the implied warranty of fitness for a particular purpose, with respect to the Platform. Any implied warranties that cannot be excluded are effective only for as long as required by applicable law.
- To the fullest extent permitted by applicable law and except as provided in the Licensor's warranty, the Licensor shall not be liable for any losses and/or damages (including losses related to loss of profits, business interruption and production, loss of business information or any other material damage) resulting from the use or inability to use the Platform, even if the Licensor has been informed of the possibility of such losses and/or damages. In any case, the Licensor's liability under any provision of this Agreement is limited to the amount actually paid by the Licensee for the right to use the Platform (Integration and Deployment Services Fee) for 1 (One) calendar months.
- The Platform is protected by laws and international treaties on copyright and other intellectual property rights. The Licensor holds title, copyright and any other intellectual property rights in the Platform. The Platform is licensed, not sold. Licensor does not grant Licensee any rights to Licensor's trademarks and service marks under this Agreement.
- Licensee shall not use the Platform to provide remote services on a commercial basis to third parties outside the territory specified in the Application.
- The Licensee shall not violate the exclusive right to the Platform, in particular, the Licensee shall not conduct or allow third parties to conduct the following without the express written consent of the Licensor;
- conduct that leads to the elimination or reduction of the effectiveness of the copyright protection means used by the Licensor, including the use of software and technical multiplexing means, means that change the algorithms of the Platform software and hardware protection means, and the use of the Platform with the eliminated protection means or protection means changed without the permission of the Licensor.
- The Licensor may provide technical support services for the Platform. Use of any software provided by Licensor to Licensee as part of the technical support services is governed by this Agreement, unless other separate terms are provided. This Agreement does not obligate Licensor to provide any technical support or support for any software provided as part of the technical support services.
- The Licensee agrees that the Licensor has the right to collect and use technical data obtained in the course of providing technical support services for the Platform, if such services are provided. The Licensor will use such data only to improve its products or provide specially designed services or technologies to the Licensee in accordance with the Licensee's requirements.
Licensee warrants that:
- When processing personal data, the Licensee observes all rights of personal data subjects stipulated by international legislation in the field of personal data protection, including imperative requirements of the General Data Protection Regulation.
- The Licensee independently obtained the voluntary consent of the subjects of personal data for the automated processing of their personal data in the Platform.
Term of the Agreement and Territory using the platform
- This Agreement is entered for the period agreed upon by the Parties in the Application and is effective from Acceptance of this Agreement. The Go Live date agreed upon by both parties will be defined as the date of launch of the solution in the Territory.
- The Licensee's use of the Platform is limited to the territories specified in the Application.
License fees and other payments
- The amount of the Licensor's remuneration and the payment procedure under this Agreement shall be agreed upon in the Application.
Liability of the parties and force majeure
- If the Parties fail to perform or improperly perform any of the obligations assumed under this Agreement, the Parties shall be liable in accordance with applicable law and this Agreement.
- If the Licensee fails to make payments in accordance with the terms of Application of this Agreement, the Licensee shall pay to the Licensor a penalty of 0.1% of the amount due for each day of delay.
- If the Licensee fails to pay the amounts stipulated in clause 8.3 of this Agreement, and the delay in such payment exceeds fifteen calendar days, the Licensor may unilaterally terminate this Agreement without recourse to a competent court in accordance with this Agreement and terminate the Licensee's right to use the Platform by terminating all issued licenses. No penalties shall be imposed on the Licensor in such case.
- Payment of any fines shall not relieve the Parties of their obligations under this Agreement.
- Use of the Platform by the Licensee in a manner not provided for in this Agreement, or after the termination of this Agreement, or otherwise beyond the scope of the rights granted to the Licensee under this Agreement, entails liability for violation of the exclusive rights to intellectual property or means of individualization, established by applicable law.
- The Parties shall not be liable for failure to perform or improper performance of their obligations under this Agreement if such failure is a consequence of force majeure, which directly or indirectly makes it impossible to perform this Agreement. The Parties consider as force majeure any event beyond the control of the Parties that occurred after the conclusion of this Agreement, directly or indirectly affecting the performance of their obligations under this Agreement, which the Parties could neither foresee nor avoid by resorting to any reasonable means.
- The circumstances specified in clause 8.7 of this Agreement include war, hostilities, insurrection, outbreak of dangerous disease, earthquake, flood, any action of public authorities directly affecting the subject matter of this Agreement.
- The Party affected by force majeure must immediately notify the other Party in writing of the occurrence of such force majeure and its effect on the performance of the relevant obligations under this Agreement
- If such force majeure circumstances continue for more than two months, and there are no foreseeable signs of their termination, the Parties must jointly agree on the legal fate of this Agreement.
- The Licensor is not responsible for the inability to use the Platform for reasons beyond the control of the Licensor.
- The Licensor is not responsible for the content, reliability and completeness of the information received by the Licensee while using the Platform.
- The Licensor is not responsible for the actions and decisions of the Licensee taken on the basis of the information received by the Licensee while using the Platform, their consequences, as well as direct and indirect damages, including loss of profit, resulting from the use of the Platform.
- The Licensor is not responsible for delays, interruptions in operation and inability of the Licensee to fully use the technical resources directly or indirectly due to the action or inaction of third parties and/or inoperability of transport and information channels outside of the Licensor's control.
- The Licensor does not provide communication services to the Licensee, does not arrange for the Licensee's access to information systems of information and telecommunication networks, including the Internet, and does not carry out activities to receive, process, store, transmit and deliver telecommunications messages.
Terms of Rescission of this Agreement
- Should any of the Parties fail to perform any conditions set forth in this Agreement, the other Party shall be entitled to unilateral rescission of this Agreement without resort to the competent court by sending the written notice to the defaulting Party not less than ten days prior to the estimated date of rescission of this Agreement.
This Agreement may be terminated at any time:
- ● upon mutual agreement of the Parties subject to the procedure and terms of notification set forth in Clause 9.1 of this Agreement;
- ● upon the initiative of the Licensee by notifying the Licensor ten calendar days prior to the date of estimated termination.
- This Agreement may be unilaterally rescinded by the Licensor without resort to the competent court in the event the Licensee becomes insolvent, is adjudicated bankrupt, or starts any winding-up procedures.
- In the event of termination of this Agreement, the Parties shall execute and sign the agreement on termination of this Agreement.
- This Agreement shall be governed by and construed in accordance with the laws of England and Wales with respect to anything not stipulated herein.
- The parties shall resolve all disputes or disagreements arising under or in connection with this Agreement by negotiation
- The Parties agree that the complaint review procedure is binding on the Parties. The term for consideration of the complaint is thirty days from the date of delivery of such complaint to the relevant Party.
- If the Parties fail to reach an agreement during the negotiation and claims procedure, any dispute, controversy or claim which may arise out of or in connection with this Agreement or its performance, breach, termination or invalidity shall be settled at the Arbitration Institute of the Stockholm Chamber of Commerce (SCC).
- The Parties acknowledge and agree that the terms and conditions of this Agreement shall be treated as confidential information, except for the fact of this Agreement, for the duration of this Agreement and for a period of two years after the expiration of this Agreement, its termination
- The parties shall promptly notify each other of the occurrence of disclosure or threat of disclosure, illegal acquisition or illegal use of confidential information by third parties
- The Parties may not unilaterally terminate the protection of confidential information established by this Agreement, including events of reorganization or termination under the relevant applicable law
- Providing confidential information at the lawful request of law enforcement agencies or other state bodies authorized by applicable law, or their officials in cases and in the manner prescribed by applicable law shall not be considered a violation of confidentiality
- If a Party discloses confidential information to the bodies and/or officials specified in clause 12.4. of this Agreement, such Party shall, not later than two business days from the date of such disclosure, notify in writing the owner of such confidential information about the occurrence and scope of disclosure, as well as the name of the body that obtained access to such confidential information.
Localization and marketing
- The Licensor shall localize the Platform so that it will be able to support all official currencies within the territories of distribution of the Platform, including the English and local languages. The Licensee shall provide any required input for such localization.
- The Licensor shall develop the local version of the Website. The Licensee shall provide any required input for such development.
- The Licensee shall develop support and training systems required for the proper use of the Platform. The Parties agree that such systems shall be created in the Territory. Under a separate agreement, such systems shall also be developed within other territories of distribution of the Platform where the user base is relatively large.
- The Licensee shall develop any online media, distribute any brochures and flyers that the Parties find necessary to promote the use of the Platform.
- The Licensee shall retain any income received from the setup, installation, and training sessions with respect to the Platform.
- In all other matters not expressly regulated by this Agreement, the relations arising between the Licensor and the Licensee in connection with the use of the Platform shall be governed by the Terms of Service and the norms of international law.
- Licensor has the right to unilaterally amend the terms of this Agreement by publishing a new text of this Agreement on the Internet on the page alteg.io/en/info/distribution. This Agreement so amended applies to the relationship between Licensor and Licensee arising after the date of its publication, unless otherwise provided for by the agreement between Licensor and Licensee.
- Voluntary termination of the Licensee's use of the Platform (including deletion of the User's Account) shall not be considered as a withdrawal of the Licensee from this Agreement (regardless of the fact of notifying the Licensor about this) and shall not result in the Licensor's obligation to recalculate and/or refund the remuneration paid by the Licensee.
- In case of any questions or problems in connection with this Agreement, the Licensee shall send them to the details specified in Clause 15. Should any of the provisions of this Agreement become invalid or unenforceable, other provisions of this Contract shall not be declared invalid or unenforceable. The Parties may agree to change the invalid provision by the valid one, the latter most accurately expressing the purpose of the former.
- Should the Party change its name, address, banking details, or initiate reorganization proceedings, the Party shall notify the other Party within 7 (Seven) working days of the date such events are effective.
Information about the Licensor
Current version of the Offer from 30th April 2022