The present General Terms and Conditions of Contract and Use (hereinafter referred to as GTCCU) are the conditions of use of the Enterprise and Community application available online “be-novative” (hereinafter referred to as Application) distributed by Be-novative Zrt. (seated: 9700 Szombathely, Belsikátor 3. 1. em.-2..; Registered at: Szombathelyi Törvényszék Cégbírósága (Registry Court of Szombathely); Company Registration Nr.: 18-10-100717; VAT Nr.: 25743218-2-18; e-mail: firstname.lastname@example.org hereinafter referred to as: Be-novative or „Company”), and Be-novative Inc. (seated: 54l Jefferson Avenue, Suite l00, Redwood City, CA 94063; EIN: 39-2078538).
The present GTCCU shall be applicable to any persons or legal entities entering into any connection (legal relationship) with Be-novative Application, taking into consideration features and conditions of the service concerned. The above-mentioned entities agree that they are obliged to learn, understand and accept conditions set out in the present document prior to any use of the application, which shall be automatically applicable throughout the complete duration of the relationship.
Before introducing the contents of the GTCCU we wish to strongly draw the attention of our Users and Customers, that this document includes the general terms and conditions of use of the “ Be-novative” application. It is not possible for Be-novative to deviate from these conditions; and in the case of contractors with Be-novative Zrt., regulations of (6:77-81.§§) of section XV. of the Sixth Book of the Act Nr.: V of 2013 on Civil Code shall prevail, while for those contracting with Be-novative Inc., the conditions set out here shall be considered contractual conditions based on the consent of the parties, and are binding in the legal relationship of the parties. Be-novative insists that contents of the present GTCCU shall be clear and consistent, nevertheless we ask our Users and Customers to learn and use definitions of the present GTCCU for all their interpretation issues, included in the Interpretation section of the GTCCU.
Nevertheless, Be-novative is not obliged to investigate whether the data and information provided by Users and Customers are real, thus it has no responsibility for any damages arising thereof, neither in relation to Users, nor to Customers, nor to third parties. Furthermore, if a Closed Platform order is placed and fees have been paid, Be-novative is not obliged to investigate if the person placing the order is authorized to act on behalf of the Customer, and take payment obligations on its behalf. Consequently, it is the responsibility of the person placing the order to indemnify for the damages arising.
2. Aim of the Application
The Company mission of Be-novative is to ensure, via this Application, a tool for either individual users, companies and other organizations to become more creative and more innovative. The own developed IT presentation of the idea combining different psychological and organization development methods, elaborated and applied by Be-novative, makes it possible for the employees of companies and other organizations to help future success with a combination of their own development proposals, initiatives, and constructive public cooperation. The structured creative process significantly reduces the innovation process, utilizes the own resources of the organization featured by significant cost reduction, thus ideas can become new projects, while participation in the elaboration of innovative solutions means a considerable motivation factor for the employees or talents connected to the organization, and can result in an increase of employee loyalty for the organization as a whole. At the same time, the public, free version of the application ensures the possibility to individual users to utilize their creative potential, improve their collaboration network, and think collectively, even about questions affecting the whole society.
3. Service Options and Explanatory Regulations Connected
3.1. Open Community Platform
Open Community Version: the Community Platform of the public version of the Application distributed by “ Be-novative”. (Hereinafter referred to as: Community Platform)
Community Platform is a cloud based application reachable from the URL cloud.be-novative.com, from which the Community Individual User may access the following free services: registration, opening challenges (visible and accessible for the complete user data base), starting projects and participating in them, starting closed challenges with a maximum of 8 participants invited, participation in closed projects, using the IdeaLab function.
Optional services available for the Community Individual User after online payment of the prevailing fee are the following: starting closed challenges with the number of participants 9 and above, pronunciation of an open challenge. Information on the prevailing prices are available on the site https://www.be-novative.com/pricing.html. Should the Community Individual User order any further services against payment, it will become a Customer.
Should the Community Individual User request any services different from the ones registered beforehand, then the contents of the services and payment terms shall be discussed by the Parties in an Individual Agreement.
3.2. Closed Enterprise Version (Business Platform – Non-profit Platform – Enterprise Platform)
Closed Enterprise Version: The Company version of the “be-novative” Application, accessible online and distributed by Be-novative, means the use of the application in a closed platform against the payment of a fee. This option is mainly aimed at companies and other organizations, where the legal entities of the Customer and the User are separated. The Customer ensures access to the services for Internal Individual Users having an e-mail address that is identical to the domain address of the organization. (Hereinafter referred to as: Closed Platform)
Business Platform: This is an option of the Be-novative Closed Platform created for small and medium enterprises, having a fixed fee structure. Information on the prevailing fees is available at https://www.be-novative.com/pricing.html.
Non-profit Platform: An option of the Be-novative Closed Platform created for non-profit organizations with a fixed fee structure. Information on the prevailing fees is available at https://www.be-novative.com/pricing.html.
Enterprise Platform: An option of the Be-novative Closed Platform created for large enterprises, in the frame of which the parties individually discuss service conditions, especially the fee structure. The present GTCCU is applicable to these cases as well.
Internal Individual User: Any individual contracting Be-novative who is authorized to use the Closed Platform.
(Electronic) Order Form: An (electronic) document, completed by the Customer, contracting Be-novative, where she/he declares its interest in the purchase, regulating all issues unregulated by the present GTCCU, specifically the exact contents of services provided and obligations taken by the Parties (e.g.: Licence fee, Licence period). The Parties consider the (Electronic) Order Form as a Contract. The Order Form shall be considered Electronic, if the order is placed online or in an electronic way. The order form is not considered Electronic, if the Parties filled it in on paper/hard copy and/or signed it personally.
Individual Agreement: : A Contract duly signed by the authorized representatives of the parties, that shall be applied in the case of an agreement on individual conditions, regulating issues, mainly the exact contents of the services provided and obligations of the parties (e.g.: Licence fee, Licence period), that are not regulated by the current GTCCU.
Customer: A party who enters a contractual relationship with Be-novative, who requests any of the above described options of the Community or the Closed Platforms, and who places an order for it with the payment of a licence fee, learns and accepts the related documents, mainly the current GTCCU and Data protection regulations. If the Customer is a User as well, special regulations related to Users set out in the present GTCCU shall also be applied.
Contracts : Individual Agreement together with the (Electronic) Order Form.
A Closed Platform is a platform relying on a cloud based application that can be individually connected to each Customer, is accessible from an individual URL, and in the course of use of which, the Customer purchases user rights (licences) for the Internal Individual Users. Accessible rights on the Closed Platform – excluding special administrative rights – mean unlimited use of the services provided by the Application.
If the User is willing to use rights apart from the user rights of the Closed Platform, Be-novative will conduct projects related to innovation on a single or periodical basis based on an Individual Agreement. In this case, Be-novative is entitled to an extra Remuneration, the conditions of which shall be defined in the Individual Agreement. This way, especially the extent of the remuneration, the scope of services provided for it, and further additional costs not covered by the fee, shall be individually discussed and fixed by the Parties. Be-novative is entitled to use the Enterprise Version of the Application for conducting the project/event, depending on the aim and features of the project or event.
3.3. Regulations to be applied to all options
Active User: From signing up (including the registration itself), any activity that the Internal Individual User conducts on the platform is considered activity.
Application: Community and Closed Platforms of the "be-novative" online application, developed, possessed and distributed by Be-novative.
Be-novative: Be-novative Zrt. and its affiliate company, Be-novative Inc. together
Remuneration: to the compensation for Be-novative as a remuneration for the services provided, that primarily consists of the Licence fee to be paid for the user rights. Agreement on any other kind of fees shall always be determined in the Individual Agreement
Individual Users : Internal Individual, and Community Individual Users together
GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation)
User: A person using the services provided by the "be-novative" Application
Party , or Parties: Be-novative, Users, and Customers, and these altogether.
Licence fee (royalty): The compensation for the user rights of the Closed Platform, paid by the Customer for the Licence period.
Licence period: The period of the user rights for the Closed Platform on the basis of the Individual Agreement. In the case of a Closed Platform, the legal connection is established for a License period defined in the (Electronic) Order Form or the Individual Agreement. The license period is automatically prolonged by a period equal to the original license period, unless the Customer/User declares a contradictory intent to Be-novative, in writing, before the expiry of the (Electronic) Order Form or Individual Agreement.
Service, Services: Services provided for the Customer by Be-novative defined in the (Electronic) Order Form or the Individual Agreement.
Users with special rights: Administrator: Administrator rights are especially the following: handling of users; deleting, activating, inactivating users; inviting customers to the platform; authorization of customer requests; providing special user rights to certain users. In the case of a Closed Platform, the Customer must ensure administrator rights to one of the Internal Individual Users. In the lack of an appointment, Be-novative cannot be held liable. In the case of a Community Platform, only the Users appointed by Be-novative may be Administrators.
Innovation Team Member: The special rights of an Innovation Team Member are namely the following: initiating a global challenge accessible by all Internal Individual Users; viewing the total content of the Closed Platform (challenges, projects); modifying or deleting challenges, projects, ideas; deciding about the presented project’s status; handling of Rankings and Visitors’ metrics. In the case of a Closed Platform, the Customer shall appoint at least one Internal Individual User with Innovation Team rights. In the lack of an appointment, Be-novative cannot be held liable. In the case of a Community Platform, only the Users appointed by Be-novative may be Innovation Team Members.
Reward System Manager: Rights of the Reward System Manager are explicitly: determination and distribution of rewards among users, based on the points collected in course of the use of the system. In the case of a Closed Platform the Customer shall ensure Reward System Manager rights to one or more Internal Individual User(s). In the lack of appointment, Be-novative cannot be held liable. In the case of a Community Platform, Reward System Manager can only be a User appointed by Be-novative.
4. Scope of Application of GTCCU
4.1. Be-novative Zrt. and Be-novative Inc.
Be-novative Inc. is registered in Delaware, USA and is an affiliate of Be-novative Zrt. registered in Hungary. Be-novative Zrt. is the exclusive owner of all intellectual rights in connection with be-novative Application, thus all property rights, as well. At the same time, Be-novative Zrt. ensures distribution rights to Be-novative Inc., thus rights, obligations and warranty in a relationship with Be-novative Inc. are the same as in case of a relationship with Be-novative Zrt.
Be-novative informs Customers and Users that legal entities, other organizations and persons seated in the United States can primarily conclude a contract with Be-novative Inc., while legal entities, organizations and persons seated in any other countries can conclude a contract for use with Be-novative Zrt. Nevertheless, Be-novative Zrt. and Be-novative Inc. reserves the right to unilaterally differ from this rule individually, without modifying the present GTCCU.
Be-novative informs the Customer/User in the course of confirmation of the online order if the contracting party is Be-novative Zrt. or Be-novative Inc. in the relationship. If the Parties agree on an Individual Agreement, Be-novative will inform the other party, before the order, about the contracting party.
Customer and Users explicitly note and accept that the Application is operated by Be-novative Zrt. thus, the data handling rules applicable for the Customers and Users are the same in the case of a relationship with Be-novative Zrt., or its filial, Be-novative Inc. Nevertheless, Be-novative declares that the data protection regulations accessible preliminarily were elaborated by taking into consideration data protection norms applicable at the place of origin of Customers and Users.
Should there be a difference in any points of the current GTCCU regarding Be-novative Inc. (or relationships concluded with Be-novative Inc.) and Be-novative Zrt. (or relationships concluded with Be-novative Zrt.) resulting from either legal environment or from business considerations, it will be separately indicated in the relating point of GTCCU if necessary.
4.2. Relationship between Be-novative and the User
Services provided by Be-novative are initiated by the registration of the User to the Application. All rules regarding the relationship between Customer and Be-novative are included in the present GTCCU and the relevant legal regulations.
GTCCU includes general rules of the relationship between Be-novative and the User, and special conditions of the rights and obligations of the parties participating in the relationship. GTCCU is prevailing in all cases which legal regulations do not touch.
4.3. Relationship between Be-novative and the Customer
The relationship between Be-novative and the Customer is established by the Customer’s sending of the (Electronic) Order Form or the signing of the Individual Agreement by both Parties. In both cases, further precondition is the acceptance of the present GTCCU, and the Data Protection Information. Acceptance happens basically on an electronic platform, but can happen by the signature of the Customer, on the explicit request of the Customer. Be-novative explicitly draws the attention of the Customer both in course of electronic and in course of physical conclusion of the contract to the GTCCU and requires the Customer to learn it beforehand.
Contracts include client and deal specific rules of the service relationship between Be-novative and the Customer.
In addition, rules relating to the relationship between Customer and Be-novative are included in the present GTCCU, contracts, and relating legal regulations.
All regulations relating to the service relationship between Be-novative and the Customer are uniformly included in the GTCCU, the Contracts, and the legal regulations, and thus they must be applied uniformly, and they are in a general-special relationship to one another (special contracts shall prevail) when it comes to application. Should there be any contradiction between the text of the GTCCU and the Contracts, then first the Contracts ((Electronic) Order Form, Individual Cooperation Contract), then the regulations of the GTCCU shall prevail in this sequence. GTCCU shall prevail in all issues untouched by the relevant legal regulations, or Contracts concluded with the Customer not being regulated explicitly.
5. Effect of GTCCU
5.1. Personal Effect
The present GTCCU’s personal effect covers Be-novative and all other parties (Users and Customers) who enter into relationship with Be-novative regarding the use of the Application. According to the contents of paragraph 4.1. GTCCU covers the sphere of interest of both Be-novative Zrt. and Be-novative Inc.
5.2. Time Effect
The Company issues the present GTCCU for an undetermined period. Regulations of the GTCCU shall be applied in the relationship between Be-novative and the Customer from the moment of acceptance of the GTCCU.
6. Service Conditions
6.1. Registration and Log in
The Application is SaaS (Software as a Service) type, web based software service requiring internet connection. You can register and log in to the Community Platform via page https://cloud.benovative.com.
User and Customer notes that Log In to the use of the Application requires a broadband internet connection, Windows Internet Explorer 10.0+, Firefox 3.5+, Chrome 11+ or compatible internet browser, a computer capable to run the internet browser, existence and knowledge of the user name and password.
In the course of use of the services the Application performs data communication via Internet, and User and/or customer generates data traffic in the course of this process on the expenses of the actually used internet contract at the wired, microwave, mobile, or other internet provider. Using the Application abroad (e.g. in case of mobile internet data traffic) may result in considerably higher expenses than usual, and it is the sole responsibility of the Customer/User to keep on collecting information on the details, and pay the data traffic and roaming fees invoiced to her/him by the service providers.
A User name and Password enables one single log-in at any given time.
A User can only use the Application by meeting all relevant legal regulations, not hurting the rights or righteous interests of any third party. Breaking the present regulation is considered to be a serious break of the contract.
6.1.2. Separate regulations related to Closed Platform
The following regulations shall be applied to Closed Platforms on top of the conditions described in paragraph 6.1.1.:
Upon creation of the relationship regarding the Closed Platform, log in is possible via an individual URL requested by the Customer (e.g.: customer.be-novative.com). The Closed Platform is accessible in a way that precludes users of other Closed Platforms and Community Platforms from visiting it.
Customer declares the number of User rights needed in the course of conclusion of the Contract, and this is fixed on the Electronic Order Form or in the Individual Contract for Cooperation by Be-novative and the Customer. Upon payment of the licence fee, Customer receives a confirmation, and thereafter, Customer shall clarify the scope of the persons possessing the rights.
Customer shall inform Be-novative about the domain name(s), it is willing to limit the use of the Closed Platform to.
All Internal Individual Users have an individual access right (individual user name and password). Internal Individual Users can register themselves into the system, - or in the case of Active Directory integration – registration can happen automatically. The Administrator can invite new Internal Individual Users to the Closed Platform with the help of a valid e-mail address, and can authorize the registration of new users on the request of Internal Individual Users already registered to the Closed Platform. If an Internal Individual User is deleted, Customer can register a new Internal Individual User to its place, to the extent fitting to the rate of fluctuation of the employees within the given organization, i.e. up to 5% of the registered Internal Individual Users yearly.
The intra and internet service necessary to connect the Internal Individual Users, the hardware and software environment minimally meeting the system requirements, necessary for running the Closed Platform is not part of the services provided.
Be-novative is continuously seeking to provide the most user-friendly functions of the Application and consequently it is not providing any personal assistance in the course of use for Customers and Internal Individual Users, apart from possibly occurring technology related issues. Enterprise Platform is an exempt of the above, as in the case of ordering this Platform, Be-novative is in continuous connection with the Customer, with regard to optimal utilization, monitoring user requirements, and fitting it to the innovation processes of the Customer and developing it. Be-novative will provide help to the Customer in elaboration of the efficient utilization of the Enterprise Platform formed on the basis of preliminary discussions to a rational extent, but participation in the handling of the innovation processes and ideas to be materialized is not the responsibility of Be-novative. The contact person will reply to the questions of the Customer on the phone during working hours, and is available for a personal meeting with the Customer at a previously agreed time. To help more effective utilization, Be-novative can also initiate a personal consultation with the Customer. Be-novative ensures the availability of the appropriate quantity of expert resources, having proper knowledge and experience to perform the tasks or activities determined in the Contracts. Be-novative is authorized to substitute any of its employees with another employee, having identical qualifications, at any time.
Be-novative is entitled to enlist the services of third parties (subcontractors or performance helpers) to provide the services.
User accepts, that Be-novative is continuously developing the Application, thus its functions, surfaces, and design may change during the course of use.
Customer undertakes to inform the Internal Individual Users about the regulations of the present GTCCU and ensures that they comply with them. Customer is fully responsible for the attitude of its Internal Individual Users, as if these were his own acts.
Be-novative aims to continuously develop the Application, but development of the Application and the Services is not a subject of the Contracts. Customer accepts that as a result of the development functions, layouts and design of the Application may change.
Be-novative keeps (personal) data generated on Closed Platforms (especially personal data) in accordance with the GDPR for the time required to store it. Accordingly, after the Contract (for the Closed Platform) has expired, the platform associated with that contract will first be deactivated and will not be available to Internal Individual Users. All personal and non-personal information on the platform will then be permanently deleted (hard deleted) in the following order:
- data may be deleted after the expiration of the Contract (but not later than 6 months after the expiration) and upon request of the Customer, executed within 5 working days of receipt of the request. Customer may request data export before deleting. (This, however, is not equal to the right to data portability stated in the GDPR).
- If the Customer has not indicated the intention to delete the platform and the data within six months of the expiration of the contract, Be-novative is entitled to delete the personal and non-personal data generated on the platform as well as the platform itself on the first working day after the expiration hard deleted). Be-novative may send a notice to the Customer prior to deletion, indicating the planned time of deletion. The Customer may request that the data be exported from the system and sent to it before deletion. (This, however, is not equal to the right to data protability in the GDPR).
6.4. Data Management
Protection of the data of Customers and Users is of great importance for Be-novative. The Data protection and Data management information document forms an inseparable part of the Contracts and the present GTCCU, which declares among others, the principles of data protection of Be-novative, the range of personal data managed by the Application, and the aim of data management and the range of data processors.
In the course of registration to the Application, User is obliged to choose its country of residence, since, based upon this, the Application automatically selects, geographically, the server on which it will store the data provided by the User (name, e-mail address, password, in the case of Community Platform, social media ID is an option). Servers are provided by the AWS services of Amazon Web Services Inc. Servers can be found in the territory of the European Union and the United States of America. Would the User nominate a place outside of these territories as a location, she/he accepts that Be-novative will store her/his data on the server closest to his/her country, according to the regulations related to data protection. Storage of one datum is performed on one server only. First name of the User appears as a parameter not applicable to identify a person. User explicitly understands and accepts that Be-novative does not investigate if the data provided are real or not, thus if she/he provides false data when defining the location, then data protection regulations of the false locality will prevail in his/her relationship with Be-novative. If the User later asks for the modification of the location data, Be-novative is obliged to perform this correction, but no further requirements can be raised towards it.
In the case of the use of Closed Platform, Be-novative ensures access, processing, and a modification possibility of the data created in connection with the Customer and/or Internal Individual User(s) for the Customer, taking into consideration the prevailing data protection regulations. After the expiration of the licence period Customer can ask for forwarding of the above data and contents outside the software and final deleting thereof. Be-novative will store and make accessible the data and contents generated for maximum 30 days, and will not ensure access to them thereafter.
Amazon Inc. ensures avoidance of data loss caused by possible hardware failures or natural disasters with the help of security procedures as a part of its service provision to Be-novative. Should data loss occur anyway, and a request of indemnification occurs, and this shall be handled by Amazon Inc. Furthermore, all data stored on the web server are saved at 3 a.m. CET, and this includes the complete database of Be-novative, in order to be able to restore the product in case of a possible crash.
The utilization, confidential management of Internal Individual User Data (User names and passwords) and exactness and correctness of the data and contact details provided for Be-novative is the sole responsibility of the Customer. Furthermore, it is the sole responsibility of the Customer as to what happens with the utilization of user names, passwords, and further user accesses distributed to its Internal Individual Users by it.
It is the sole responsibility of the Customer for the activities of Internal Individual Users and the protection of any confidential business information they may learn, who’s user right and information necessary for the access were provided by the Customer itself, but otherwise the Internal Individual User does not belong to the working organization of the Customer, thus would not be or necessarily be entitled to learn confidential business information related thereto.
It is the sole responsibility of the Customer that the data and contact details it provided to Be-novative are exact and correct.
Each Party will remain manager of the data it stores with regard to their relationship.
The Application uses so called “diary logs” which include the internet protocol address (IP address), type of browser used by the Customer/User, the internet provider, date/time stamp, address of links and exit links and number of clicks in the course of the visit to the Application. The aim of the above is for Be-novative to analyse the behaviour of visitors to ensure a more effective management and administration of the Application. Be-novative applies anonym visit identification (cookies), to optimize the website according to the preferences of the visitor. These applications and the corresponding data management and operations are noted and accepted by the Customer(s) and User(s) by accepting the GTCCU.
Would any Internal Individual Users lose its end device used for the use of the Software (e.g. laptop, or any other mobile IT device) or she/he experiences any abuse, or for whatever reason she/he deems it necessary, access of the Internal Individual User to the Closed Platform can be inhibited by the Customer via the Administrator appointed by it.
Should the User use the Application in a public area, co-operation of the Customer/User is required for the sake of data protection. Be-novative cannot be held liable for damages resulting from the negligence of measures the Customer should take in order to protect the data.
6.5. Age Restrictions on Use of the Application
To use the Application, the Individual User must be at least 14 years old. By registering, the Individual User represents that they are 16 or older. Such fact is never requested to be proven by the Individual User by Be-novative soliciting personal identifiable information. In case Be-novative discovers that an Individual User under 16 years is registered at any of the Application Platforms, Be-novative will immediately cancel the user rights and remove the content shared by the Individual User. Individual Users who are between 16 and 18 years old need permission from a parent or guardian. Parents/guardians allowing their child to use the Application fully agree to these terms of GTCCU on behalf of both themselves and their child. Furthermore, the parents/guardians fully agree to that they are solely and exclusively responsible for the use of the Application by their child regardless of whether such use was known and permitted by them.
7. Terms of payment
7.1. Purchase of License
7.1.1. Community User
The Community User agrees to pay the valid license fee set by Be-novative in the event they wish to make use of additional services in addition to the service available at no cost.
The Community User validates their intent of purchase through the Be-novative interface by filling in an Electronic Order Form. The Electronic Order Form includes the elements and obligatory accessories related to the agreement. It is at the Community User’s discretion to opt for the purchasable service and to decide the payment frequency. A monthly or annual fee is due before the actual start of the service. Based on this, a consumer agreement is concluded, in which Be-novative undertakes to fully comply with special civil rights provisions relating to consumers. Be-novative informs the Community User in the present GTCCU, as well as in the Electronic Order Form with regard to the compliance with requirements relating to distance contracts. The Community User’s act of sending the purchase intent and the act of paying the fee is only possible after accepting the GTCCU and the Privacy Statement previously made available by Be-novative, and by accepting these Community User declares to have read, understood, and accepted the provisions relating to themselves, as well as their resulting rights and obligations.
Be-novative sends an electronic notice after a successful payment and issues an invoice to the Community User through the e-mail address previously provided by the Community User. The service will be activated within 72 hours of the payment of the license fee.
The agreement with the Community User is for an indefinite period, and the frequency of the fee payment is either monthly or annually. The Community User expressly acknowledges and agrees to the fact that, in the event they wish to terminate their service subscription or their entire user account and the given license period has not yet elapsed (in the case of monthly payment, the 30th day after the service has started, in case of annual payment the 365th day after the service has started), they are not entitled to recover the license fee already paid for the remaining period, and they are not entitled to any other payment or compensation claim.
The Customer agrees to pay the valid license fee set by Be-novative in the event they wish to create a Closed Platform.
If the Customer is a natural person, the provisions relating to consumers and defined in section 7.1.1. are to be applied.
In the case of a Business Closed Platform, the Customer can validate their intent of purchase online through the Be-novative interface, by filling in the Electronic Order Form. The Electronic Order Form includes the elements and obligatory accessories related to the agreement. It is at the Customer’s discretion to opt for the purchasable service, to decide the number of user rights, as well as to decide the payment frequency. A monthly or annual fee is due before the actual start of the service.
Be-novative informs the Customer in the present GTCCU, as well as in the Electronic Order Form prior to ordering, with regard to the compliance with requirements relating to distance contracts. The Customer’s act of sending the purchase intent and the act of paying the fee is only possible after accepting the GTCCU and the Privacy Statement previously made available by Be-novative, and by accepting these Community User and Customer declare to have read, understood, and accepted the provisions relating to themselves, as well as their resulting rights and obligations.
Be-novative sends an electronic notice after a successful payment and issues an invoice to the Customer through the e-mail address previously provided by the Customer. The service will be activated within 72 hours of the payment of the license fee.
With the monthly payment fee, the concluded agreement is for an indefinite period. The agreement can be terminated in accordance with the provisions of 13.2.1. of this GTCCU. With annual payment condition the resulting agreement is for a one year License period. The agreement can be terminated in accordance with the provisions of 13.2.1. of this GTCCU. Once the one year period has elapsed it will be automatically renewed, unless it is contrary to the Customer’s expressly stated will. The Customer expressly acknowledges and agrees to the fact that, in the event they wish to terminate their Closed Platform and the given license period has not yet elapsed (in the case of monthly payment, the 30th day after the service has started, in the case of annual payment, the 365th day after the service has started), they are not entitled to recover the license fee already paid for the remaining period, and they are not entitled to any other payment or compensation claim.
The terms and prices applied to the valid and available service package(s) may vary depending on the number of user rights and, on the other hand, the number of Active Users. The information of the exact contents of the service package(s) and the price of the service package(s) will be available to you via the Electronic Order Form and on the Be-novative website. Be-novative is not responsible for any claims arising out of misunderstandings caused by where the Customer has not read and understood the available information.
When purchasing the right to access the Business Closed Platform online, the Customer agrees to contract with Be-novative Inc., however, all disputes and claims arising out of or in connection with the use of Be-novative shall be governed exclusively in accordance with the laws Hungary.
In the case of Enterprise Closed Platform, the Customer expresses their intent of purchase through the Be-novative interface, however, the specific conditions of the service are negotiated individually, and the conclusion of the agreement will take place in paper form, in an Order Form, or an Individual Customer Agreement. The Individual Customer Agreement includes the deal-specific elements of the service, but the present GTCCU and the Privacy Statement continue to be an integral part of the agreement in this case. Be-novative explicitly draws the Customer’s attention to the GTCCU, and ensures that the Customer has the opportunity to study it thoroughly. The GTCCU is automatically a part of the Order Form or the Individual Customer Agreement, and by signing these documents the Customer acknowledges that they have read and understood the GTCCU.
To ensure the special conditions, in the case of the Enterprise Closed Platform, the agreement concluded with the Customer has a minimum one-year fixed-term License period, and once the one year period has elapsed it will be automatically renewed, unless it is contrary to the Customer’s expressly stated will. Fee payment normally has a one-year frequency, but the Parties may individually diverge from this. Once the agreement has been signed by both parties, Be-novative will issue an invoice to the Customer as soon as possible.
After receipt of the invoice (delivery may be: (a) personal delivery, in the form of delivery confirmation, (b) postal delivery, return receipt, (c) email message. The message is to be delivered on the 2nd working day if no opposite reply is received to the sender. Within 10 calendar days, the Customer is entitled to file a written objection against the invoice, both in terms of the contents of the invoice and of the formal requirements. After that, the Customer is obliged to complete the invoice within the payment deadline by not affecting the deadline for payment with the deadline for objection, ie without any suspending effect.
The ordered service will be active within 72 hours of issuing the invoice. If the Customer does not comply with their payment obligations to Be-novative until the final day of the payment deadline, regardless of whether the payment is due monthly or annually, Be-novative is entitled to immediately cease or terminate the service. Depending on the agreement of the Parties, the fee is to be paid by a transfer to Be-novative’s payment account or by credit card.
The Customer expressly acknowledges and agrees to the fact that, in the event they wish to terminate their Closed Platform and the given license period has not yet elapsed (in the case of monthly payment, the 30th day after the service has started, in the case of annual payment, the 365th day after the service has started), they are not entitled to recover the license fee already paid for the remaining period, and they are not entitled to any other payment or compensation claim.
8. Guarantee, Liability
8.1.1. Be-novative's Guarantee Statements
Be-novative declares and guarantees that, for the duration of the user and customer relationship, the Application complies with the requirements defined in the Agreements, the GTCCU and the regulations. Furthermore, Be-novative declares and guarantees to provide the user rights pertaining to both the Community Platform, that is available at no cost, and the Closed Platform, the subject of the Agreements, and provides the Service in compliance with the regulations, the provisions of the Agreements, as well as the generally accepted professional standards and practice.
Be-novative's guarantee does not include:
- Errors resulting from the malfunctioning of software or created software functionality that was not developed, implemented, or parameterized by Be-novative;
- Errors resulting from the malfunctioning of the hardware provided by the Customer/User;
- Errors resulting from service or modification work carried out by the Customer/User or third parties;
- Programs, software, interfaces, IT devices provided by the Customer/User or a third party they contracted;
- Data loss or data corruption attributable to user behaviour;
- Damages resulting from the improper or unlawful use of the Application.
8.1.2. Customer's/User's Guarantee Statements
By accepting the present GTCCU and recognizing their complete compensation responsibility, the Customer guarantees that:
- They are a validly registered and operating legal entity or organization without a juridical personality or a natural person of legal age with the ability to act;
- They have read and understood the contents and conditions of the present GTCCU;
- They have read and understood Be-novative’s privacy statement;
- They display a responsible behaviour while using the Application and show good faith towards other users, cooperate and are respectful in their dealings;
- They indemnify Be-novative for any claims of Third Parties that arise from the use of the Customer or Internal Individual User, including any claim, cost, deficit or damage;
- The Customer and the User explicitly state and guarantee that they are neither directly, nor indirectly related to a third party that is a developer, distributor, or manufacturer of a competing product or service to the Application or Service, whether as an owner or in any other legal relationship.
Should any of the Customer’s guarantee statements be false, that constitutes a breach of contract and Be-novative is entitled to immediately terminate the service. Furthermore, Be-novative is entitled to apply the sanctions they deem to be the most appropriate.
8.2.1. Be-novative's Liability
Limitation/exclusion of Be-novative's liability:
- Be-novative cannot be held liable and accountable for the Users’ behaviour toward other Users and third parties.
- Be-novative cannot be held liable and accountable for consequences and damages arising from improper data given by the Users.
- Be-novative's liability for damages shall not exceed 25% of the license fee for the given license period. Be-novative’s liability does not extend to indirect and consequential damages.
- Be-novative is not liable for damages, including damages caused by a computer virus, that arise in the Customer’s IT equipment or other assets when trying to enter, use the Closed Platform, open the newsletters, or any other action related to the Services according to the Agreements.
- Be-novative is not liable for the unavailability or improper functioning of the Closed Platform if it is the fault of the internet service provider.
- Be-novative is not liable for any loss of data, including that of personal and confidential data, resulting from the Customer’s or User’s error, or for damages and losses arising from the complete or partial malfunctioning or unavailability of the Customer’s/User’s hardware or software system.
- Be-novative cannot be held accountable for the content of the data traffic generated during the use of the service, and is not obliged to moderate such content. Be-novative is only accountable for providing the services with due diligence according to the Agreements. Based upon the Agreement, Be-novative shall not be liable for the failure of delivering any advantages (including any performance, revenue and profit growth) hoped for by the Customer as a result of using the service.
The contractual liability limitation provisions do not affect Be-novative’s liability for damages caused intentionally or by gross negligence, damages to life, bodily injury, health damages, or damages resulting from crime.
If, as a result of the Customer’s or User’s behaviour (including but not limited to the violation and non-fulfilment of relevant laws, administrative regulations and decrees, violation of the rights of third persons, and non-fulfilment of any obligations set out in the present GTCCU, or false statements) any third party or court submits any claim or takes legal action against Be-novative, the obligation to answer for the violations is exclusively borne by the Customer/Community Individual User. The Customer/User agrees to take all measures requested by Be-novative (such as the declaration of assuming responsibility for misuse or infringement and declaring Be-novative non-implication) against violations and abuses in order to preserve Be-novative’s reputation (including the avoidance of Be-novative being associated with the infringement or abuse, and measures taken to prevent damages at Be-novative arising as a result of these events). The Customer/Community Individual User is obliged to reimburse any damages, financial loss and costs to Be-novative that are due to the Customer’s, or the Internal Individual Users’ / Community Individual User’s unlawful behaviour or are in any way connected to it, including in particular, but not exclusively, any consequences and costs associated with lawsuits or other procedures.
8.2.2. Customer's/User's Liability
Be-novative will immediately sanction in the most appropriate manner any unlawful or unauthorized activities related to the use of the Application, which in particular, but not exclusively are the following:
- modification, adaptation or reverse-engineering of any part of the Application;
- unauthorized access, or attempt thereof, into Be-novative’s IT system;
- gathering information about other users for unauthorized purposes (including user names and/or e-mails);
- creating user ID’s automatically in a fraudulent or dishonest manner;
- distributing materials that violate or abuse the right of Third Parties to intellectual property, publicity, privacy, or other proprietary rights;
- publication or transmission of viruses, malware, Trojan horses, or other destructive elements;
- publication of unlawful material, or material that promotes or advertises unlawful behaviour.
Be-novative reserves the right to delete without further notice any Customer or Internal Individual User or Community Individual User registrations that abuse the name, image, e-mail address or other personal data of other persons, and especially if the content displayed by the Customer, Internal Individual User or Community Individual User:
- violates a trademark,
- the name violates the legitimate and reasonable interests of another person,
- is an obscene or indecent expression,
- expression or behaviour that is racist or defamatory with regard to the religion, nationality, ethnicity, sexual orientation or the political or ideological affiliation of others,
- can be considered an implicit or explicit advertising material;
- the Company believes that the content is clearly prejudicial to the legitimate and justifiable interests of another person.
9. Intellectual property rights
The Be-novative Application and the Be-novative website and the entirety of its component (ex.: text, data, video, audio, image etc., hereinafter: materials) – excluding the materials provided by the Customers and Users to Be-novative, and the materials created during the use of the Product by the Users – are the exclusive intellectual property of Be-novative, and their use – either online or in print or any other form – can only take place with the prior written consent of Be-novative.
The Customer or the User, under no circumstances, becomes the owner of the application or the elements thereof; they only obtain a right to their limited use. Be-novative Zrt., as the sole owner of the copyrights of the application, and provides the right to their use in accordance with Act LXXVI of 1999 § 42 paragraph (1). As set out in section 4.1. Be-novative Inc. is entitled to grant third parties the right of use with regard to the Application. The right of use automatically terminates after the legal relationship has ended. The right of use always extends to the latest marketed version of the Application, and as such, Be-novative provides the software updates concerning the Application to the Customers and Users.
The Customer and the Community Individual User explicitly acknowledges and accepts the following limitations concerning the right of use:
- The right of use to the Closed Platform is only granted to the Customer for the duration of the Agreement and with the condition of license fee payment. The right of use ceases with the termination of the agreement.
- The Customer is granted the right of use to the Closed Platform with an Internal Individual User Number defined on the Electronic Order Form or The Individual Customer Agreement.
- The Customer’s/Community Individual User’s right of use does not extend to the reproduction (excluding the reproduction that is essential for proper use), distribution and re-engineering of the Application.
- The Customer/User may not transfer their right of use to third parties and may not authorize their use of the Application. The Customer may not modify the Closed Platform and may not use it for the creation of new programs.
- The Customer/User may not reverse-engineer, modify, or adapt the Application and may not authorize such action.
Certain parts of the Be-novative Application can be saved and printed for personal use only. This right is not an authorization of commercial reproduction, dissemination, making available (downloadable), storing in a database or any other recasting of the downloaded material.
The skills (expertise) used for the implementation of the subject of the agreement are the exclusive property of Be-novative, and Be-motive is entitled to their unrestricted use. Such expertise is particularly, but not exclusively, the methodology, the written and online materials, the marketing materials etc. developed for the Application.
If the Customer or any other User learns of a new concept, solution or technical knowledge through Be-novative’s performance, these constitute a trade secret and are not to be disclosed without the prior consent of Be-novative.
9.2. User content
With regard to the operating principles of the Application, Be-novative declares, and the Customer and the Users acknowledge and accept the fact, that the ideas and concepts shared within the Application do not constitute the subject of copyright protection; furthermore, they are not suited to industrial property rights (patents, utility models, plant variety rights, industrial designs, topography, and trademarks). There are no claims of intellectual property based on the content shared by the Users (ideas, concepts), and Be-novative cannot be obliged to ensure the copyright or industrial property protection of such content.
The Customer and the Users explicitly declare that they are aware of the fact that the content shared by them may be brought to the attention of other users (those who have been invited by a person authorized by the Customer, or if the invitation involves all Internal Individual Users based on the decision of the authorized person) to the extent of the given service options, and Be-novative is not liable for any potential direct or indirect damages arising in this regard. Furthermore, the Customer acknowledges that if they are using the Closed Platform in an open fashion, the shared content may be brought to the attention of external users who do not belong to their organization, but who were invited by them, similarly to Internal Individual Users.
However, Be-novative declares to offer their highest possible technological security to ensure the privacy assumed with regard to the service.
Be-novative explicitly prohibits the sharing of user-generated content that violates or threatens the rights of others (such as race, religion, ethnic-based discriminatory content, pornography, etc.). and which, in any form, are aimed at implementing ideas that endanger or quantify human life (especially but not limited to any weapon, terrorist act, etc.).
Be-novative is entitled to delete immediately such content, and to suspend or terminate the account of the User who is responsible for sharing such content. Moreover, by using the Application, Individual Users may search for and share third-party content, such as quotes, ideas or images. In case of any third-party content that is subject to license terms, Individual Users are solely and exclusively responsible for soliciting right to re-use.
Be-novative guarantees to make the Closed Platform of the Application available with 96% certainty throughout a year. This allows for a maximum of 168 hours of outage for the Be-novative Service during the period of availability, including previously planned and announced maintenance periods and other problems.
If Be-novative does not provide the prescribed availability level, the License fee payable by the Customer for said License period shall be reduced according to the following table.
|Actual availability||Fee reduction|
The Parties shall determine the actual availability rate based on the automatic log data of the Closed Platform.
If the Customer is entitled to reimbursement from the License fee on the basis of the percentage of actual availability, Be-novative pays to the Customer via bank transfer the difference calculated according to the above table within 30 days from the calculation of the percentage of actual availability, or alternatively, if there is an outstanding license or any other debt, Be-novative is entitled to deduct the amount from this debt.
The Parties agree that all data and information provided under the Agreement are regarded as business secrets and therefore are to be handled with confidentiality. The Parties undertake to use such information only for the purposes, and in the way set out, in the GTCCU and Privacy Statement only, and the Parties may only disclose the data and information that has become known to them with the prior written consent granted by the other Party, excluding the case when the Parties are obliged by law or a binding judicial or official order.
The confidentiality obligation under the Agreement remains in effect for the duration of the service, as well as for an indefinite period if the service is terminated for any reason.
The Parties agree that all data and information provided under the Agreement are regarded as business secrets and therefore are to be handled with confidentiality; provided, however, that the following information shall not be deemed confidential: information which (a) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or publicly available; (b) is known by the receiving party at the time of receiving such information as evidenced by its records; (c) is hereafter furnished to the receiving party by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by the receiving party without any breach of the GTCCU or Agreement; or (e) is the subject of a written permission to disclose provided by the disclosing party. The Parties undertake to use such information only for the purposes and in the way set out in the GTCCU only, and the Parties may only disclose the data and information that has become known to them with the prior written consent granted by the other Party, excluding the case when the Parties are obliged by law or a binding judicial or official order to do so.
12. Force majeure
All extraordinary events occurring after the conclusion of the Agreement, which make the performance of the Agreement impossible or render it extremely difficult, which the Parties could not have foreseen or prevented and which cannot be attributed to the default of any of the Parties shall be considered as force majeure. Such events may be in particular, but not limited to, the case of a state of emergency, strike, war, revolution, terrorist actions, natural disaster, fire, flood, epidemics, quarantine, embargo on delivery, or a targeted attack against the IT infrastructure by so-called “hacker” groups, whose primary objective is to illegally obtain or abuse data for the perpetration of various crimes.
The force majeure circumstances exempt the Parties from the performance of their obligations under the Agreement to the extent at which the force majeure event hinders the affected Party in the performance of its contractual obligations. Such exemption may only be granted for the period that the effect of said event endures.
The Party affected by the force majeure shall inform the other Party of the force majeure circumstance, its nature, and – where possible – of its possible duration, immediately, but not later than within 5 days from learning of the force majeure circumstance or, where the Party is prevented from performing its activities, 5 days from the time when the obstacle ceases to exist.
The force majeure circumstance itself does not exempt the Party announcing the circumstance from its obligations otherwise to be performed according to the Agreement that had become due before the force majeure circumstance occurred or the performance of which is not affected by the force majeure.
13. Instances of legal relationship termination
13.1. Community User
Instances of legal relationship termination with the Community User:
- Be-novative terminates the operation of the Community Platform
Be-novative is entitled to unilaterally terminate the operation of the Community Platform and the Community User is obliged to accept this fact. If the Community User regularly pays Be-novative a monthly fee for an additional service, they are obliged to pay the monthly fee in the last month of the operation of the platform, and they are not entitled to claim the reimbursement of the fee or any refunds for damages.
- The Community User deletes their user account on the Platform
If the Community User deletes their account on their own volition and they have previously selected an additional service in exchange for payment, they are not entitled to reclaim the fee calculated in proportion to the remaining duration of the service period.
- Be-novative deletes the Community User’s account on the Platform for illegal conduct or infringing the rights of others on the Platform
If the Community User’s account is deleted for any of the reasons mentioned above, and they previously selected an additional service in exchange for an annual fee, they are not entitled to reclaim the fee calculated in proportion to the remaining duration of the service period.
Instances of legal relationship termination with the Customer:
- Indefinite and fixed-term agreement - Termination
Any Party may terminate the Agreement for an indefinite period, that was created through an Electronic Order Form, with a deadline of 30 days, but not earlier than the last day of the ongoing payment period. The customer may terminate the Agreement for an indefinite period, that was created through an Electronic Order Form and has an annual frequency, with the condition that they are not entitled to reclaim the already paid fee for the remaining period of the year; they are obliged to pay the fee for the entire License period.
The Individual Customer Agreement is, in all instances, for a fixed period of one year, and the Customer may terminate the Agreement with the condition that they are not entitled to reclaim the already paid fee for the remaining period of the year; in addition to that, they are obliged to pay the fee for the entire License period.
- Termination with immediate effect
The Customer may terminate the Agreement with immediate effect if Be-novative materially violates its obligations undertaken pursuant to the Agreement and does not remedy the breach of contract within 15 days from the notice sent by the User thereon.
Be-novative may terminate the Agreement with immediate effect if the Customer materially violates its obligations undertaken pursuant to the Agreement and does not remedy the breach of contract within 15 days from the notice sent by Be-novative thereon.
Be-novative may terminate the Agreement with immediate effect without any previous notice if it is later revealed that the data provided by the Customer during registration are false in any respect or do not comply with the provisions of the GTCCU, or the Customer misleads Be-novative in any other way or the Customer is delayed with the payment for a period of over 30 days.
If, due to the breach of contract of Be-novative, the Customer terminates the Agreement with immediate effect, Be-novative shall reimburse the License fee due for the remaining License period for the Customer. If Be-novative terminates the Agreement with immediate effect due to the breach of contract committed by the Customer, the Customer shall not be entitled to any reimbursement or compensation and the Customer shall pay the Remuneration due for the remaining period of the Agreement. Any Party may terminate the Agreement with immediate effect, if the force majeure circumstance, which hinders the performance of the Agreement, endures for over 90 days.
Any Party may terminate the Agreement with immediate effect if bankruptcy proceedings are initiated or final insolvency or winding up proceedings are ordered by the court against the other Party.
The agreement may only be terminated in writing.
14. Settlement of legal disputes
The user can contact Be-novative regarding complaints via the email@example.com e-mail address.
Be-novative strives to achieve a settlement in a peaceful way, and as such, Be-novative, the Customer and the User shall use their best efforts to settle via direct consultations all disagreements and disputes emerging between them within the framework of the present GTCCU and the Agreement. The Parties shall inform each other of all circumstances occurring after the conclusion of the Agreement that hinder the performance of the Agreement immediately after said circumstances become known.
The operation of Be-novative Zrt. and the issues covered in the present GTCCU are governed by Hungarian law, in particular Act CVIII of 2001 on electronic commercial services and other services related to the information society, Act LXXVI of 1999 on copyright, the Criminal Code, the Civil Code and Act CXII of 2011 on self-determination right and freedom of information.
The operation of Be-novative Inc. and the issues covered in the present GTCCU are governed by the applicable laws of the U.S. State of California.
The Parties agree that if any provisions contained in the GTCCU should prove to be invalid, it shall not affect the validity of the remaining provisions.
15. Miscellaneous provisions
The Parties commit themselves to the fact that for the entire duration of the legal relationship they carry out their activities in compliance with the data protection legislation in force, in particular with the following laws in force at the signing of the Agreement:
Users and Customers in a legal relationship with Be-novative Zrt.:
- Act CXII of 2011 on informational self-determination and freedom of information
- Act LVII of 1996 on the prohibition of unfair market practices and restriction of competition.
Users and Customers in a legal relationship with Be-novative Inc.:
- Applicable laws in force in the U.S. State of California.
The Parties shall send the notices relating to the Agreement in writing. The Parties accept notices sent via e-mail as written communication if sent between the e-mail addresses indicated in the Agreement of the contact persons designated in the Agreement.
Be-novative retains the right to modify the GTCCU unilaterally. Be-novative sends one copy of the modified GTCCU to the Customer via e-mail and publishes it on its website. The provisions of the GTCCU affected by the modification shall enter into force on the 5th day from their publication on the website. If the Customer does not make comments on the modified GTCCU within 3 days from the receipt thereof, the modifications shall be considered accepted. If the Customer or the User does not agree with the modification of the GTCCU within 3 (three) days and sends a written statement thereof to Be-novative, Be-novative is entitled to unilaterally terminate the legal relationship with immediate effect, or alternatively, to continue the legal relationship according to the provisions of the GTCCU before the modification.
In order to ensure the continued development of the user-centric Be-novative Application, the Be-novative team encourages the Customer and the Users to provide feedback with regard to the project results and the professional and technological experience gained during the use of the software.
The Customer consents to the use of its name and logo for reference purposes on Be-novative's website and the appearance thereof on Be-novative’s communication materials. Besides the name and logo of the Customer, Be-novative is entitled to display, with prior written permission of the Customer, the period when the Customer used the service and the number of Internal Individual Users who participated in the use of Service, and Be novative is also entitled to display, without prejudice to the business interests of the Customer, the results achieved by the Customer with the help of the Product.