CORTEZA SUPPORT TERMS

These Terms and Conditions constitute a legally binding agreement (“Agreement”) made between you, whether personally as a professional, or on behalf of an entity you represent and indicated in the Order Form (“You” or “Customer”) and Crust Technology Ltd whose principal place of business is Unit 1G, The Atrium, Blackpool Business Park, Blackpool, Cork, Republic of Ireland, with company ID 644181 (“Crust”, “we,” “us” or “our”), concerning your access to and contracting the Planet Crust Essential Support offering (“Product”) through https://www.planetcrust.com (“Website”).
You agree that by contracting our Product through our Website, you have read, understood, and agree to be bound by these Terms and Conditions, which may be executed via electronic signature, electronic online communications, or via emailed PDF-format document. If you do not agree with these Terms and Conditions, please do not contract our Product and cease using our Website immediately.
You confirm that you are fully able and entitled to accept these Terms and Conditions governing the purchase of the Product and are authorized to do so on behalf of the Customer. This service is only available for professionals and companies, and you represent that you are not a consumer or a minor.

TERMS AND CONDITIONS

1. Definitions

Corteza Platform: Corteza is a low-code open source development platform composed of building blocks allowing to flexibly create tailored software solutions for the needs of the Customer. Corteza is published at https://github.com/cortezaproject
Effective Date: Date of acceptance of the Order Form and provisioning of the Cloud Services.
Order Form: The online form setting out your details and those of the Cloud plan you have chosen.
Service Level Agreement: Annex 1 hereto, and any update/s thereto provided by Crust.

2. Object and scope

The purpose of these terms is to regulate the provision of the Corteza Essential Support Services by Crust to the Customer identified in the Essential Support Order Form. Support on the Service is provided under the terms of the Service Level Agreement.

3. Term, termination and effects

a. Term
This Agreement shall commence on the Effective Date and shall continue in force until the date indicated in the Order Form (the “Term“), unless terminated according to section (b) below.

b. Termination
Client may terminate this Agreement by giving not less than one (1) months’ written notice to the other at any time, specifying date such termination becomes effective. Crust may suspend services or terminate in the event of non-payment of the corresponding monthly or annual fees and will provide 15 days’ notice of suspension and 30 days’ prior written notice of termination.

Either party may terminate this Agreement, in addition to those reasons provided for by law, with immediate effect if, in respect of the other party, the other party (i) is in material breach of this Agreement where the breach is incapable of remedy, in which case the termination is effective from the reception of a written notice; or (ii) is in material breach of this Agreement where the breach is capable of remedy and fails to be remedied by the breaching party within thirty (30) days after receiving written formal notice of such breach.

c. Termination effects
The obligations in clauses 6 to 13, in addition to provisions of this Agreement which either are expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination, shall survive termination. Termination shall be without prejudice to the accrued rights of either party at the termination date, in particular the right to claim damages for prejudice.

4. Fees and invoicing

As a material condition of the Agreement, the Customer undertakes to pay the amounts agreed in the Order Form (“Fees”), including any applicable VAT or sales tax thereon when they become due, in accordance with charges in force from time to time and any invoice terms.

Fees shall be invoiced in currency set out in the Order Form and shall be paid monthly or annually in advance by credit card. The Fees do not include currency conversion fees (if applicable), wire transfer fees or other bank payment charges which shall be borne exclusively by Customer. Overdue amounts are subject to interest at a rate of one percent (1.0%) per month, or the maximum rate permitted by law, whichever is the lowest. Customer agrees that Crust may issue its invoices in electronic or paper form, in accordance with applicable legislation.

All Fees are exclusive of taxes. Customer will pay Crust an amount equal to any taxes arising from or relating to this Agreement or an applicable invoice which are paid by or are payable by Crust. “Taxes” means any form of sales, use, value added or other form of taxation and any fines, penalties, surcharges or interest, but excluding any taxes based solely on our net income. If Customer is required to withhold or deduct any portion of the payments due to Crust, Customer will increase the sum payable by the amount necessary so that Crust receives an amount equal to the sum it would have received had Customer made no withholdings or deductions or provide Crust the corresponding tax withholding certificate.

The Cloud Services may be suspended or terminated in accordance with article 4, if payment is overdue or cannot be made for any reason. In the event of termination, the Customer must pay all pending balances of its account, calculated according to the previous section, and any accrued interest.

5. Crust’s obligations and service warranties

The Essential Support Service shall be performed diligently and professionally according to high industry standards. Crust guarantees the level of service during the Term of the Agreement in accordance with the Service Level Agreement. Crust guarantees that the Essential Support Service shall comply with good industry practice and applicable regulations.

6. Customer’s obligations

Customer shall (i) pay the agreed Fees in the time and manner indicated herein; (ii) use the Essential Support Service only in accordance with these Terms and Conditions and applicable laws. Customer is responsible for maintaining the security of its internal network from unauthorized access through the Internet. Crust shall not be liable for unauthorized access to Customer’s network or other breaches of Customer’s network security. Customer shall not sell, resell, rent or lease the Essential Support Service to third parties.

7. Confidential Information

Each Party agrees to maintain the confidentiality of any proprietary information (including without limitation non-public trade secrets, proprietary information, ideas, works of authorship, know-how, processes and any other information or data related to a Party and its services, business and contractual relationships) (“Confidential Information“) received from the other during the term of this Agreement and for three years after its termination. As long as the information is not publicly and officially disclosed, each Party agrees not to reveal or use said Confidential Information for any purpose except as necessary to fulfil its obligations and exercise its rights under this Agreement. Except as and when required to do so by competent administrative authority or court of law, neither party shall disclose Confidential Information of the other to any third party.

8. Data Protection

The Parties undertake to comply with the obligations that the current regulations on the protection of personal data impose for the processing activities that they carry out. The Parties undertake to comply with the applicable data protection laws, and in particular with General Data Protection Regulation (EU) 2016/679 (“GDPR”) and any other that may apply or develop the provisions thereof. In accordance with the GDPR, processing the personal data of each Party’s signatory and its technical, administrative or commercial contact persons (name, address, professional email address, telephone) is necessary for the preparation and performance of this Agreement, and as a legitimate interest of the Parties of keeping and managing the relation between themselves. These personal data will not be shared with any third party however, they may be disclosed to third party service providers with whom each Party has a contract for data processing according to the applicable regulations. The Parties will keep this personal data for the whole duration of the Agreement and (blocked) for the period prescribed by law for legal or administrative reasons. Each Party agrees to inform the abovementioned persons of the possibility of exercising his/her rights of access, rectification, erasure and opposition, limitation and restriction of processing in the terms established by the GDPR and any applicable national privacy laws, by writing to the contact or email address of each Party. In relation to Crust, complaints, if any, may be filed with the Irish Information Commissioner’s Office. The Parties declare that the data about the persons mentioned herein are correct and up-to-date and each Party will promptly send any updates to the other Party.

If Crust accesses and processes personal data on behalf of the Customer during the course of providing the Essential Support Services, the Data Processing Annex integrated in Annex 2 of the Cloud Services shall apply.

9. Limitation of Warranty and Liability

Except as specifically set out in this Agreement and to the maximum extent permitted by applicable law, the Essential Support Service are provided to the Customer are “as is” without any warranty of any kind, either expressed or implied, including, but not limited to the implied warranty of satisfactory quality, and fitness for a particular purpose. Crust and its licensors do not guarantee that the use of the Essential Support Service will not be interrupted or error free.

To the maximum extent permitted by applicable law in no event will Crust be liable for any indirect, special, incidental, consequential or exemplary damages arising out of or in any way relating to this Agreement, to the use of or inability to use the Essential Support Service including, without limitation, damages for loss of goodwill, work stoppage, lost profits, loss of data, computer failure or any and all other commercial damages or losses regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.

For all events and circumstances, Crust or its affiliates’ aggregate and cumulative liability arising out of or relating to this Agreement will be limited to direct damages and will not exceed the amounts received by Crust from Customer during twelve (12) months immediately preceding the first event giving rise to liability, with respect to the particular items (whether software, services or otherwise) giving rise to liability.

Nothing in this Agreement is intended to exclude or limit Crust’s liability (a) for death or personal injury, or (b) for losses that are caused by gross negligence or wilful misconduct of Crust, provided however in this case that to the extent permitted by applicable law, Crust be not liable for any amounts in excess in the aggregate of the amounts paid to Crust under this Agreement.

This liability limitation applies mutatis mutandis to the Customer.

10. Miscellaneous

a) Independence. The Parties are and shall remain independent traders during the entire term of the Agreement, each assuming the risks for their own operations and acting in total independence. Under no circumstances does the Agreement grant to Crust the role of authorised representative, agent or sales representative of the Customer.

b) Force Majeure. Neither Party shall be liable for any delay or failure to fulfil its obligations under this Agreement which is due wholly or partially to any strike, lock-out or other industrial action, electrical failure, server failure, third party acts or omissions or any other event or act beyond the reasonable control of the Party including without limitation, acts of God, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood or storm.

c) Assignment. Parties may only assign this Agreement without need for the other Party’s consent (a) in the event of any merger, acquisition, or corporate reorganisation or (b) to a purchaser of all or substantially all its assets, so long as the assignee is not a competitor of the other Party, in which case the prior written consent is required.

d) Severability. If any part of this Agreement is held to be unenforceable, in whole or in part, such holding shall not affect the validity of the other parts of the Agreement.

e) Waiver. The waiver of a breach of any provision of this Agreement shall not operate or be interpreted as a waiver of any other or subsequent breach.

f) Notices. Any notices relating to the present agreement shall be considered valid only if notified to the addresses indicated herein or in the Order Form, save for possible changes which shall be notified in writing with a prior adequate notice:

Crust: Contact person (name, surname): Niall McCarthy (niall.mccarthy@crust.tech)
Customer: as set out in the Order Form

All notices permitted or required under this Agreement shall be in writing and shall be delivered in person, overnight courier service or mailed by first class, registered or certified mail, postage prepaid, to Customer at the address listed in the Order Form, or such other address as either Party may specify in writing, or by email to the email addresses set out in the Order Form. Such notice shall be deemed to have been given upon receipt.

g) Entire Agreement. This Agreement, the Annexes, constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements regarding the subject matter hereof and prevails over any contradictory terms of any Annex (unless expressly provided therein), which are governed by the terms hereof. There are no third-party beneficiaries to this Agreement.

h) Update of terms. These terms may be updated from time to time by Crust and notified to you with at least 30 days’ prior written notice of their entering into effect. The new version will enter into effect on the earlier of (a) your express acceptance of the new terms, or (b) continued use of the Service after the notified effective date.

i) Governing Law and Jurisdiction. This Agreement shall be governed by the laws of Ireland. In the event of an unresolved conflict regarding the interpretation and execution of this Agreement, the parties shall exclusively submit to courts of Dublin, Ireland.

Annex 1 – Service Level Agreement

This support service schedule covers the levels of service and support that can be expected in relation to the Corteza Platform Software (the “Platform”). The purpose of this service schedule is to ensure high quality and timely delivery of technology services to CRUST customers. This Service Level Agreement does not cover the Cloud Services provided by Crust, support for which is included in the Planet Crust Cloud Service Agreement.

How to contact us:

Essential Support: support@planetcrust.com
Service Availability Issues: uptime@planetcrust.com

1. Definitions

Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement (as such term is defined herein).

1.1. “Specifications” shall mean the technical specifications of Corteza (docs.cortezaproject.org ).

1.2. “Problem” shall mean any failure of the Corteza software (“Software”) and to perform substantially in accordance with the Specifications. Problems include issues in Planet Crust Cloud Services, when contracted, but excludes errors or issues with the Customer’s own infrastructure and hosting environment, failures of connectivity or of electricity supply, unless caused by the Corteza software; and programming errors (if any) made by Customer or any party other than Crust.

1.3. “Update” shall mean an update to the Corteza software published online, which update may include corrections of any defects, fixes of any bugs.

1.4. “Work Around” shall mean a technically feasible change in the operating procedure of the software whereby the effects of a Problem on the normal operation of the software are reasonably minimized.

2. Support Services

2.1. In response to Customer’s report of a Problem, Crust will make reasonable efforts to provide a fix or a Work-Around for reproducible Problems. A reproducible Problem shall mean a Problem that Crust can reproduce on Crust’s systems. Each report of a Problem must be accompanied by information sufficient to reasonably enable Crust to verify and reproduce the Problem.

2.2. Support Services will be provided in accordance with the priority levels and Response Times (as defined below) set forth below. “Response Time” means that Crust will, within the timeframes listed below, report back to Customer with an assessment or evaluation of the Problem. After responding to Customer, Crust will, taking into consideration the relevant Priority Level, aim to provide a fix or Work-Around as quickly as reasonably possible.

2.3. Crust will have a support team available to answer Customer’s questions during 09:00 to 18:00 (CET) on business days (“Business Hours”).

2.4. Support is provided to the number of developers contracted when purchasing Essential Support. Customer support inquiries shall be initiated through these contacts only. Customer shall notify Crust in writing of any changes to the designated Customer contacts.

3. Customer’s Responsibilities

Customer will take all actions necessary to assist Crust in identifying and reproducing Problems and shall provide Crust with all reasonable and necessary assistance in providing the support services covered by this SLA. Customer agrees to notify Crust promptly following discovery of the failure of the Software to perform substantially in accordance with the Specifications.

4. Conditions

Our obligation to provide Support Essential Support Service is conditioned upon the following: (a) You provide us with sufficient information and resources to identify and correct the Problem, as well as access to personnel, hardware, and any additional software involved in discovering the Problem (if required); (b) You make reasonable efforts to correct the Incident after consulting with Company, (c) You promptly install all Updates, or the latest supported version of the Software (d) You procure, install and maintain all equipment, telephone lines, communication interfaces, operating environment software and hardware necessary to access correctly the Corteza Platform.
Required Information: all Problem reports must, if applicable, include the following (in English):

a) The Customer identification.

b) A reproducible test case that demonstrates the specific usage causing the Problem being reported.

c) Exact wording of all related error messages.

d) A full description of the Incident and expected results.

e) Any special circumstances surrounding the discovery of the Incident.

5. Exclusions from Support Essential Support Service.

We are not obligated to provide Support Essential Support Service in the following situations:

a) Non-supported incidents referred to in section 4 above.

b) The Supported Incident is caused, by any integration of yours with the Platform (API integration, etc.), negligence, or other causes beyond our reasonable control;

c) The Supported Incident is caused by third party software integrating with the Platform that is not licensed by or through us.

d) The Incident, as determined by Crust, is caused by changes or modifications to the original Platform software (as provided by Company) and/or custom developments, resulting in malfunctioning of the Platform.

e) The Platform has been damaged or the Incident is caused by your negligence, hardware malfunction or other causes beyond the reasonable control of Crust.

We reserve the right to suspend performance of the Essential Support Service if You fail to pay any amount that is payable under the service agreement when such amount becomes due.