TERMS AND CONDITIONS AGREEMENT (T&C) – v1.0

Last modified: 20/08/2022

This agreement rules the relationship between the Customer/User and Circular Unity Lda.

A. DEFINITIONS

This section contains the definitions as they will be used throughout this Agreement.

  1. ‘Terms and Conditions’ (also referred as “Terms”) mean these Terms and Conditions that form the entire agreement between the User and the Service Provider regarding the use of the Service.
  2. ‘Web application’ refers to impactALL, the sustainability solution for events.
  3. ‘Customer’ means a legal person that is a party to the Service Agreement.
  4. ‘User’ means a natural person that has access and makes use of the Service.
  5. ‘Service Provider’ means Circular Unity Lda.
  6. ‘Service Agreement’ means the contract signed by the Customer and the Service Provider that details the relationship between them.
  7. ‘Service’ means the SaaS cloud-based web application that constitutes the object of the Service Agreement and this T&C.
  8. ‘Customer Fee’ (or ‘Fee’) means the monthly or annual fee, subject to special conditions or not, that the Customer is legally bound to pay.

B. ACKNOWLEDGEMENT

  1. These are the Terms and Conditions governing the use of this Service and the agreement that operates between Customer/User and the Service Provider.
  2. These Terms and Conditions set out the rights and obligations of all Users regarding the use of the Service. Customer/User access to the Service is conditioned on the acceptance of and compliance with these Terms and Conditions.
  3. These Terms and Conditions apply to all Users and Customers and others who access or use the Service. By accessing or using the Service you agree to be bound by these Terms and Conditions.
  4. The Customer/User access to the Service is also conditioned on the acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes our policies and procedures on the collection, use and disclosure of personal information when you use the web application.

C. ACCESS TO THE WEB APPLICATION

The Service Provider has the exclusive right at any time to suspend, partially or totally, access to the site, in particular for management, maintenance, repair, modification or modernisation operations, and to shut down, definitively or temporarily, partially or totally, at any time at its discretion, the site or any of the services, without prior notice, if the situation so requires.

D. EXPECTED USE

  1. The Service may only be used for the required or agreed type of use, purpose and scope. Any use beyond this (in terms of time, space and content) requires the prior written consent of the Service Provider and is to be remunerated separately, unless otherwise agreed in an individual contract. This excludes a transfer of the rights of use to affiliated companies, third parties and individuals without prior consultation with and approval by the Service Provider.
  2. The Service is to be used and accessed online via the web application.
  3. The Service can only be accessed by using the credentials provided by the Service Provider.
  4. The Service is meant to be used according to the indications provided by the Service Provider and the best judgement of the User.

E. PROHIBITED USES

  1. The User may only use the Service for the expected activities and purposes as offered by the Service Provider.
  2. The User may not use the Service for illegal purposes or to cause harm to other natural or legal persons.
  3. The Customer/User may not transmit any content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:
    1. Unlawful or promoting unlawful activity.
    2. Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
    3. Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
    4. Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
    5. Impersonating any person or entity including the Company and its employees or representatives.
    6. Violating the privacy of any third person.
    7. False information and features.
  4. The Customer or the User shall not attempt to circumvent the security measures set by the Service Provider.
  5. It is strictly prohibited to attempt to access, reuse, resell or make accessible to any third parties the source code or proprietary contents which comprise the Service.
  6. The Customer or the User may not provide access to third parties to the personal, individual and non-transferable account in violation of this T&C, except the cases allowed, foreseen and provided for by the Service Provider such as integrations between systems.

F. LICENSING INFORMATION

  1. In virtue of the Service Agreement the Customer and, by extension, the Users associated with the Customer, acquire the right to use the Service. This right is limited to the expected use of the features therein provided.
  2. The Service constitutes proprietary software for all purposes. It may not be sub-licensed, sold or otherwise granted access to by a third party by the means of direct access, disclosure of the User’s personal credentials or by any other means.
  3. The Service and all the elements that compose it cannot be copied, modified or distributed in any way or form possible.
  4. The license key issued by the Service Provider is unique for the User and is not to be shared with third parties under any circumstances.

G. INTELLECTUAL PROPERTY

  1. All intellectual property rights derived from the Service belong to all purposes to the Service Provider.
  2. Unless clear and explicitly stated otherwise, this Service Agreement does not entail or provide in any shape or form for any transfer of intellectual proprietary rights.
  3. The User may not modify the paper or digital copies of any materials have printed off or downloaded in any way, and must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
  4. The status of the Service Provider (and that of any identified contributors) as the authors of material on our site must always be acknowledged.
  5. The User must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from the Service Provider.
  6. If the User prints off, copies or downloads any part of our site in breach of these terms of use, the right to use our site will cease immediately and the User must, at the option of the Service Provider, return or destroy any copies of the materials the User has made.
  7. The Customer is the owner of the data fed into the Service as well as the resulting calculations, metrics, information and insights.

H. PAYMENT TERMS

  1. For the duration of the Private Beta program, no amount will be charged. Afterwards, normal fees will apply according to the chosen offering in relation to the Service by the Customer.
  2. The Customer will retain its condition and the Users will be able to access and make normal use of the Service as such as long as the payments of the Fees are fulfilled according to the terms established in the Sales Agreement. The payment of the Fee is a basic obligation in the relationship between the Customer and the Service Provider.
  3. The payment of the Fee must be made in due time and form. Failure to comply with this requirement might lead to the termination of the contract.

I. RESPONSIBILITIES OF THE CUSTOMER

  1. The Customer is responsible and liable for the appropriate use of the Service according to the instructions provided by the Service Provider. This includes ensuring that all the Users are aware of the relevant clauses of this T&C and respect and fulfil the subsequent limitations and obligations respectively.
  2. The User must ensure the safekeeping and use of the personal credentials to access the Service. The User must report immediately any security issues or unauthorized use detected to the security contact point: support(at)circularunity.com
  3. The User is responsible and liable for the correct management and handling of Data Protection and Privacy aspects that relate to the Customer’s dataflows, data input, data governance and relations with third parties.

J. RESPONSIBILITIES OF THE SERVICE PROVIDER

  1. The Service Provider will, to the extent that is possible, ensure the availability of the Service and the adequate maintenance of the information and communication technology systems to provide the best customer experience.
  2. The Service Provider will respond to any customer request for information or support without delay.
  3. The Service Provider will make available enough information in relation to the product features, expected usage, and customer support.

K. INDEMNIFICATION

  1. The Customer will indemnify, defend and hold the Service Provider harmless, at the Customer’s expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors) by a third party not affiliated with us to the extent that such Action is based upon or arises out of:
    1. unauthorized or illegal use of the Service by the Customer or Users,
    2. the Customer’s noncompliance with or breach of this Agreement,
    3. the Customer’s or the User’s use of Third-Party Products, or
    4. the unauthorized use of the Service by any other person using your User information.
  2. The Service Provider will: notify the Customer in writing within (30) days of becoming aware of any such claim; give the Customer sole control of the defense or settlement of such a claim; and provide the Customer (at its expense) with any and all information and assistance reasonably requested by the Customer to handle the defense or settlement of the claim. The Customer will not accept any settlement that (i) imposes an obligation on the Service Provider; (ii) requires the Service Provider to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on the Service Provider without prior written consent.

L. LIMITATIONS OF RESPONSIBILITY

  1. The use of the Service, including feeding data to the Service, and any possible outcomes or results derived from it is exclusively the responsibility of the Customer.
  2. The Service Provider shall not be liable for any illegal activity or wrongdoings related to or derived from the use of the Service. Nor the Service Provider shall be liable for or a party to any legal actions against the Customer that result from the use of the Service for compliance purposes or similar.
  3. The Service provider shall not be liable in particular for any harm caused or liability incurred by the User derived from an inappropriate, unintended or otherwise negligent use of the user and access management functionalities within the Service.
  4. The Service Provided will not be liable for errors that may occur due to system irregularities, failure (temporary or permanent) of the web application, or other tools.

M. LINKS

The web application may provide links to the pages of other entities. These sites do not belong to, nor are they operated or controlled by The Service Provider and therefore it is not responsible for, approves or in any way supports or subscribes to the content of these sites or of the sites linked or referred to in them. The use of these links is the entire responsibility of the Users. The creation of links to the web application requires prior written authorisation.

N. CONTRACT TERMINATION

The contractual relationship between the Service Provider and the Customer may be terminated in the following situations:

  1. Contract completion at the end of the pre-established period and failure to renew.
  2. Contract cancellation in the terms established in the Service Agreement.
  3. Termination by early cancellation is possible at the Customer’s convenience provided that, the Service Provider will not provide any refunds of prepaid fees or unused Subscription Fees, and the Customer will promptly pay all unpaid fees due through the end of the subscription.
  4. Termination for Cause. Either party may terminate the Service Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.
  5. The Service Provider may also terminate the Service Agreement for cause on thirty (30) days’ notice if the Service Provider determines that the Customer is acting, or has acted, in a way that has or may negatively reflect on or affect the Service Provider’s image, reputation, or our prospects and our customers.
  6. This Agreement may not otherwise be terminated prior to the end of the subscription term set in the Service Agreement.

O. CHANGES IN SERVICE AND NOTIFICATION

  1. As a result of the continuous improvement and the development performed on the Service, the Service may change. The Customer will be notified by email well in advance of any changes that affect the Service and how these changes may affect the Customer’s expectations of the Service’s performance.
  2. The Service Provider may implement changes in the policies that rule the Service and as a result, the content of this T&C may experience modifications.
  3. The Customer will be notified by email well in advance of any such modifications. The Customer will be notified by email of any other relevant changes that affect the expected performance of the Service or the service provided.

P. GOVERNING LAWS. ARBITRATION

  1. This T&C, as well as the Service Agreement and any other aspect of the relationship between the Customer and the Service Provider is ruled by the laws of the Republic of Portugal.
  2. The dispute resolution method to resolve any dispute that may arise between the parties to the Service Agreement in relation to this T&C, Intellectual Property or any other aspect of the contractual relationship is arbitration as provided for by Portuguese law.

Q. BUSINESS CONTACT

  • Email: hello(at)circularunity.com