General Terms and Conditions re.alto

Version 06/04/2020

ARTICLE 1   SCOPE OF APPLICATION

1.1.      These general terms and conditions (“GTC”) apply to the use of the  re.alto API Platform (https://portal.realto.io), to all services provided by  re.alto, and to all contracts or acts  re.alto enters into or conducts in relation to the API Platform, or the  re.alto Services.

1.2.      The GTC constitute an Annex to the Services Agreement, entered into by either the Provider or the Client with  re.alto, and form an integral part of that agreement. By accepting the Services Agreement with  re.alto, the Client or Provider as the case may be, acknowledges the content of GTC and consents that the use of the  re.alto API Platform, the  re.alto Services and all contracts or acts  re.alto enters into or conducts in relation to the API Platform are governed by them.

ARTICLE 2   SCOPE OF THE SERVICES – CONTRACT

2.1       re.alto provides the services as described in this article. They are collectively referred to as the “ re.alto Services”.

2.2       re.alto makes available an online API Platform through which Providers can sell or give access to their products or services with respect to Software or Data (hereafter “Provider Services”) to Clients and through which Clients can purchase and use Provider Services. A User can be both a Client and Provider simultaneously, in which case, the obligations set out herein shall apply cumulatively.

2.3       re.alto Services cover the following:

2.3.1          For Clients:

i)     The use and access to the API Platform;

ii)     The creation of a alto Account;

iii)    The making available and centralisation of Provider Services on its API Platform, it being understood that the contractual relation between the Client and Provider as a result of such purchase is governed directly and exclusively by the Provider Services Agreement (between the Client and Provider), to which  re.alto is not a party;

iv)  The facilitation via the API Platform, of the conclusion of the Provider Services Agreement between the Client and the Provider (if applicable), it being understood that alto shall not be considered a party to that contract;

v)    Settlement and payment facilities for the Client to purchase Provider Services directly from Provider via alto.

2.3.2          For the Provider:

i)    Making available and offering the alto API Platform through which the Provider can post and supply Provider Services;

ii)   The facilitation, via the API Platform, of the conclusion of the Provider Services Agreement between the Client and the Provider, and managing, on behalf of the Provider, the Clients’ requests to purchase Provider Services, it being understood that the contractual relation between the Client and Provider as a result of such purchase is governed directly and exclusively by the Provider Services Agreement, to which alto is not a party;

iii)            Managing, on behalf of the Provider, the collection of payments due by Client for Provider Services.

2.4      Client and Provider can integrate the Provider Services into independent applications on their own behalf and risk.  re.alto cannot be held responsible for such integration nor its continuity.

2.5       re.alto may make new applications, tools, features or functionality available from time to time through the API Platform and add new services to the API Platform periodically (by adding them at the URL set forth under that definition), subject to article 3.2.

2.6      No implied or other types of services are provided by  re.alto. All  re.alto Services are expressly and limitatively enumerated hereabove.

2.7      The provision of the  re.alto Services is subject to the conclusion of the Services Agreement with  re.alto.

2.8      Any obligation incumbent on  re.alto is a best effort undertaking, unless otherwise expressly specified in writing.

2.9      The Client recognizes and accepts that the Provider Services ordered through the  re.alto API Platform are the Provider’s sole responsibility. The Client and Provider shall conclude a separate Provider Service Agreement at the discretion of the Provider.  re.alto is a third-party to the Provider Services Agreement.

2.10  Client recognizes that  re.alto has no control over, undertakes no obligation or liability, nor provides any warranty with respect to :

i)    The conformity, the quality, the fitness for purpose, the correct functioning, the security and validity, the correctness and adequacy of the content, of the purchased Provider Services;

ii)   The Prices applied by the Provider for the Providers Services and in particular compliance with applicable mandatory rules in this respect;

iii)  The Provider’s warranty regarding its intellectual property and the non- infringement of third-party’s intellectual property rights with respect to Provider Services;

iv)   Technical support, service levels and performance with respect to the Provider Services and Provider Services Agreement; or,

v)   The Client’s or Provider’s respective performance of the Provider Services Agreement.

ARTICLE 3    Acceptance of the GTC and conclusion of the contract with the Service Provider

3.1 During the creation of the  re.alto Account as provided by Article 4.1, Clients and Providers will be requested to accept the GTC electronically. By clicking on the “accept button” provided to this aim, the GTC are considered as being recognized and accepted by the Client and Provider. A confirmation e-mail, including a pdf copy of these GTC shall be sent to the Client or Provider.

3.2  re.altois entitled to change the GTC or the  re.alto Services. Any change to the GTC and/or the  re.alto Services shall be notified and submitted for acceptance to the User in an electronic format through the API Platform. The User has ten (10) business days to accept the adapted GTC or the change to the  re.alto Services. Absence of any objection or reaction within that timeframe and continued use of the  re.alto Services, shall be considered as an acceptance of the adapted GTC or the change of services. New services will form part of the  re.alto Services to be provided to the User, as soon as the User has accepted or is considered to have accepted the change of service.

3.3 The Service Provider Agreement shall be made available by the Provider on the API Platform at its own discretion. By making available its contract on the API Platform, the Provider accepts to be bound by the terms thereof in relation to a Client as of the digital confirmation of the transaction as set forth in Article 4.3.1. .  re.alto facilitates the electronic conclusion of the contract by providing the functionality to electronically accept the contract of the Provider. By clicking on the “accept button” provided to this end, the Client consents to the content and accepts to be bound thereto.  re.alto shall inform the Provider of the Client’s consent on the Service Provider Agreement… A confirmation e-mail, including a pdf copy of the Service Provider Agreement shall be sent to the Client and the Provider.

ARTICLE 4   USE OF THE API PLATFORM

4.1      Account Creation

4.1.1         Users will need to register with  re.alto and create a  re.alto Account to access  re.alto Services such registration shall be done by an End-User of the User.

4.1.2         Each  re.alto Account will have its own Provider Settings Portal, through which the User may administer the API Platform. It is the User’s sole responsibility to verify and configure the Provider Settings Portal.  re.alto shall not be liable for any damages resulting from the Provider Settings Portal’s configuration.

4.1.3         Each  re.alto Account can have multiple End-User log-ins, through which the User provides access to its personnel, its subcontractors or its representatives. User shall make sure that its End-Users comply with any obligation incumbent on it pursuant to these GTC and is liable for any non-compliance by its End-Users of these GTC.

4.1.4         re.alto account details, including usernames and passwords, must be kept confidential. Users are responsible for their  re.alto Account details. Should the  re.alto Account details be lost or made public, the User must immediately take the necessary steps to recuperate access to their account through the lost password procedure on the API Platform or change their password through the available API Platform options.  re.alto shall not be held liable in the event of third-party’s unauthorized access to the  re.alto Account.

4.1.5         Users are solely responsible for compliance with the provisions of these GTC and for any and all activities that occur under the  re.alto Account, as well as for their Data, this includes any use, service order, or other actions undertaken by an unauthorised person through the  re.alto Account, except if such unauthorized use is not due to the User’s fault.

4.2      Behaviour on the API Platform

4.2.1 Users shall only use the API Platform and  re.alto Services for their intended purposes and in compliance with the Acceptable Use Policy (AUP).

4.2.2 Users shall refrain from (and shall make sure their End-users refrain from):

  1. licensing, sublicensing, selling, reselling, renting, leasing, transferring, assigning, distributing, time sharing or otherwise commercially exploiting or making the re.alto Services and the API Platform available to any third-party;
  2. modifying, adapting, or hacking the re.alto Services or otherwise attempting to gain unauthorized access to the  re.alto Services or related systems or networks;

iii.     falsely implying any association or partnership with  re.alto;

  1. using the re.alto Service in any unlawful manner, including but not limited to violation of any person’s privacy rights or image rights;
  2. using the re.alto Services to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights;
  3. using the re.alto Services in any manner that interferes with or disrupts the integrity or performance of the  re.alto Services, the API Platform, and/or its components;

vii.     attempting to decipher, decompile, reverse engineer or otherwise discover the source code of the API Platform, the  re.alto Services, or other proprietary  re.alto software;

viii.     using the  re.alto Service to post transmit, upload, link to, send or store any viruses, malware, Trojan(s), time bombs, or any other similar harmful software (“Malicious Software”);

  1. trying to use the re.alto Services in violation of these GTC;
  2. obtaining or attempting to obtain any materials, documents or information, including namely but not exclusively personal identification, password and other information of any other User through any means not purposely made available through the re.alto Services;
  3. probing, scanning, or testing the vulnerability of any system or network of re.alto or breaching any security or authentication measures, avoiding, bypassing, removing, deactivating, impairing, descrambling, or otherwise circumventing any technological measure implemented by  re.alto to protect the  re.alto Services, the API Platform or other proprietary software;

xii.     misrepresenting oneself or impersonating another individual or entity.

4.3      Conclusion of transactions on the API Platform

4.3.1     A Client shall be able to purchase in accordance with the GTC, through the API Platform the Provider Services, in exchange for the Price indicated by the Provider. A transaction is considered concluded between Client and Provider after receipt through the API Platform of a digital confirmation from the Provider as notified to the Client. No cancellation of the transaction is possible after this digital confirmation.

4.3.2     The Provider shall within 3 business days either confirm the acceptance of the transaction by clicking the ‘accept button’ provided to this end, or decline the Client’s request while providing a motivation by clicking the ‘reject button’. The Provider shall not unreasonably withhold its acceptance. The Client shall receive the motivation of the Provider for information purposes only. By no means shall the Client have any claim on the Provider for rejecting the transaction.

ARTICLE 5    AVAILABILITY AND HOSTING OF THE PLATFORM

5.1  re.alto uses Microsoft Azure for the API Platform hosting and the provision of  re.alto Services.

5.2  re.alto does not guarantee neither the availability, integrity, nor confidentiality of Data. Microsoft Azure terms and condition regarding the conditions of Data hosting apply. Client and Provider should consult these terms (https://www.microsoftvolumelicensing.com/DocumentSearch.aspx?Mode=3&DocumentTypeId=31 ).

5.3  re.alto shall use commercially reasonable efforts to make the API Platform available continuously, without however guaranteeing any result in this respect and it being understood that the availability of the API Platform is dependent on the service provision by third-party providers outside  re.alto’s control, such as Microsoft Azure or telecommunication service providers.

5.4  re.alto reserves the right to temporarily suspend access to and use of the  re.alto Services and the API Platform:

i)   during planned downtime for upgrades and maintenance;

ii)  during any unavailability caused by Force Majeure events, as well as for any cause linked to a third-party’s intervention, including the hosting service provider’s default or service level breach;

iii) if  re.alto suspects or detects any Malicious Software or file connected to the  re.alto Account or use of the  re.alto Services by the Client or Provider;

5.5               re.alto will use commercially reasonable efforts to schedule planned downtime for weekends and other off-peak hours, and to communicate in advance the planned downtime periods to Users.

5.6             re.alto may make updates to the API Platform periodically in order to improve the API Platform and  re.alto Services. Any material changes to the API Platform or  re.alto Services shall be subject to article 3.2.

5.7               re.alto shall provide support during business hours, it being on business days between 9h00 and 17h00 CET.

ARTICLE 6  DATA PROCESSING AND SECURITY

6.1  re.alto represents and warrants that it processes all personal data in accordance with the applicable data protection laws and regulations. In this respect when acting as controller,  re.alto shall ensure that all personal data was collected in accordance with the applicable data protection laws and regulations on valid legal grounds and that all the necessary personal data information communications related to transparency have been made to the data subject.

6.2 Users represent and warrant that they process all personal data in accordance with the applicable data protection laws and regulations. In this respect when acting as controller, Users shall ensure that all personal data was collected in accordance with the applicable data protection laws and regulations on valid legal grounds and that all the necessary personal data information communications related to transparency have been made to the data subject.

6.3 All Parties shall implement appropriate technical and organizational measures to ensure a level of personal data security, proportionate to the risk, taking into account in particular accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data transmitted, stored or otherwise processed. All Parties shall ensure that only those persons that are necessary to the performance of the GTCs or any other services to the benefit of the data subject have access to personal data and that they are subject to confidentiality.

6.4To the extent that  re.alto can be considered a processor on behalf of a User, when carrying-out self-billing activities, regarding any User representative identification data (name, e-mail addresses, and consumption behavior), for the strict purposes of performing these GTC and in particular self-billing activities that may require the collection, classification, and transmission of personal data, and only with respect to that personal data processed on behalf of the User,  re.alto shall:

  1. process such personal data only on documented instructions from the User, including the current GTC, and warn the User should it deem that its instructions violation data protection legislation;
  2. not transfer any personal data outside of the EEA, without the User’s prior consent and without implementing adequate measures of protection;

iii.            ensure that persons authorized to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

  1. ensure that any natural person acting under its authority who has access to personal data, is subject to confidentiality and does not process them except in conformity with User’s instructions, unless they are required to do so by applicable law;
  2. impose on any other processor, which it is free to engage for carrying out specific processing activities on behalf of User, the same data protection obligations as set out herein, by way of a contract or other legal act under applicable law. Where that other processor fails to fulfil its data protection obligations, re.alto shall remain fully liable to User for the performance of that other processor’s obligations.
  3. taking into account the nature of the processing, assist the User by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of User’s obligation to respond to requests for exercising the data subject’s rights under applicable data protection legislation. re.alto may charge an additional fee for the administration of such requests;

vii.  assist the User in ensuring compliance with the obligations under applicable data protection legislation in relation to security of processing, to the notification of any breach of personal data to supervisory authorities and data subjects where relevant, to the carrying out of data protection impact assessments where required and to prior consultation of the supervisory authority;

viii. notify the User of any data breach, within 48hrs of becoming aware of it, regarding any personal data processed on its behalf;

  1. at the choice of the User, delete or return all such personal data once the User has terminated these GTC, and delete existing copies unless applicable law requires storage of the personal data for accounting purposes and without prejudice to re.alto’s right to store any personal data for evidentiary purposes;
  2. make available to User all information necessary to demonstrate compliance with the data protection obligations under this clause 6.4 and allow for and contribute to audits, including inspections, conducted by User or another auditor mandated by User.

Audit and inspection costs as well as any other unreasonable expenses for compliance with the foregoing obligations in this clause 6.4 shall be borne by the User.

ARTICLE 7    LIABILITY

7.1  re.alto shall only be liable for its own wilful misconduct, fraud, gross misconduct, to the extent exclusively attributable to  re.alto or for the wilful misconduct, fraud, gross misconduct of its personnel to the extent exclusively attributable to such personnel (hereafter collectively a “Fault”).

7.2 Any compensation due by  re.alto for direct damages arising out of a Fault or its negligence shall not exceed, at a maximum, the total value of the transactions concluded by a User, through the API Platform over a period of twelve (12) months, it being understood that the cap shall in any event, be at least 10.000 euro.

7.3 Any liability for incidental, indirect or consequential damages including, but not limited, to loss of opportunity, loss of goodwill, loss of business, loss of data, loss of profit or reputation damage, is excluded.

7.4 Users’ liability claims must be introduced within six (6) months as from the date at which the event triggering liability became known or should have become known to the Client or Provider.

7.5 The User acknowledge that the  re.alto Services are dependent on services provided by third-parties (such as telecommunication services and hosting providers).  re.alto shall not be liable for any damage caused by such service or any interruption of  re.alto Services due to an interruption of such third-party service.  re.alto is not liable for data loss or data corruption, Malicious Software causing harm to User’s systems.

7.6 The liability restrictions in this article shall not apply in case of personal wilful misconduct or fraud of  re.alto or of its personnel. For the avoidance of doubt liability restrictions in this article apply to gross negligence (‘grove fout’/ ‘faute grave’)).

7.7  re.alto will not be liable for failure or delay in performance to the extent the default is caused by circumstances beyond its reasonable control, including sub-contractor default or delay.

ARTICLE 8  CONFIDENTIAL INFORMATION

8.1 Any commercial information exchanged in the context of the service provision (including the content of the Service Agreement, in particular any Data) (hereafter “Confidential Information”) is confidential and constitutes a trade secret. Confidential Information shall not be disclosed, without prior written consent of the Party that has provided the information. Each Party shall take all the necessary measures to assure the confidentiality of the information (including by its members of staff or subcontractors) during the entire duration of the Services Agreement and till the information the Confidential Information becomes public, and for the least a period 5 years as from termination.

8.2 Is not considered to constitute confidential Commercial Information:

i)   the existence of the contract;

ii)  the information that is part of the public domain, without intervention or fault of the Party that received it;

iii) the information legally obtained from a third-party that is not bound to any obligation of confidentiality or legal reserve; and

iv) the information known by one of the Parties before its transmission in the context of the contract.

ARTICLE 9  AMOUNTS DUE

9.1 The Client shall pay for each purchased Provider Service the Price as determined by the Provider and the Fee (collectively called Remuneration), as communicated via the API Platform.

9.2 Amounts due are to be increased with the applicable VAT or other taxes and costs. Any taxes that  re.alto is obligated to collect will be invoiced to the User, unless he provides  re.alto with a timely and valid tax exemption certificate authorized by the appropriate tax authority. If the User is required by law to withhold any taxes from its payments to  re.alto, he must provide  re.alto with an official tax receipt or other appropriate documentation to support such withholding.

9.3 The User will provide re.alto with the relevant tax identification information as required by law. The User will be liable to pay or reimburse  re.alto for any taxes, interest, penalties or fines arising out of any of User’s misrepresentations to the tax authorities or false declarations.

ARTICLE 10  INVOICES TO AND PAYMENTS BY CLIENTS

10.1  re.alto shall invoice to the Client the amounts due pursuant to articles 9.1 and collect payment thereof as a collection agent on Provider’s behalf.

10.2 Client shall pay through the direct debit mechanism prior to the first day of using the Provider’s Service. To this end it shall provide  re.alto with the duly filled out Annex 3. In case no payment is received prior to the first day of using a Provider’s Service,  re.alto may halt or suspend the use of the API Platform or the Provider Service until the payment is received.

10.3  If the Client does not provide the direct debit authorization, the Client shall pre-pay for the Provider Services to the  re.alto bank account. The Client’s  re.alto account shall keep track of their disposable credit. Client understand that it cannot place any orders for Provider Services without sufficient disposable credit or that  re.alto may halt or suspend the use of the API Platform or the Provider Service in case of insufficient credit. Client must ensure that its account has sufficient credit prior to ordering Provider Services.

10.4  Any invoice disputes must be submitted prior to the payment due date. If the Parties determine that certain billing inaccuracies are attributable to  re.alto,  re.alto will issue a corrected invoice. To the fullest extent permitted by law, Client waives all claims relating to Fees unless claimed within sixty days after charged.

ARTICLE 11   INVOICES OF AND PAYMENTS BETWEEN  RE.ALTO AND PROVIDERS

11.1  Amounts due by Provider to  re.alto 11.1.1  Provider shall pay  re.alto the applicable Fees for its  re.alto Services as set out in the Services Agreement.

11.2  Amounts due by  re.alto to Provider

11.2.1  In respect of the amounts due by  re.alto to Provider, the invoicing shall be done by a self-billing process whereby  re.alto shall establish an electronic invoice on behalf of the Provider, at the beginning of each month regarding the use of the Provider Services in the previous month (‘Self-Bill’). The Self-Bill shall contain the Remuneration resulting from all sales transactions for Provider Services of the previous month.

11.2.2   re.alto shall apply a dedicated and subsequent Self-Bill numbering towards Provider on each document. Provider shall keep a specific sales journal in its accounting based on this numbering.

11.2.3   re.alto shall perform the payments based on the Self-Bills with regard to the bank account specified by the Client in the Provider Settings Portal.

11.3  Any invoice disputes must be submitted prior to the payment due date. If the Parties determine that certain billing inaccuracies are attributable to  re.alto,  re.alto will issue a corrected invoice or Self-Bill. To the fullest extent permitted by law, Provider waives all claims relating to Remuneration unless claimed within sixty days (60) after charged.

ARTICLE 12  PROVIDER SERVICES

12.1.         A Client may order Provider Services through the API Platform. The Provider Services are provided directly by the Providers.

12.2.         A Client subscribes to a Provider Service for the term mentioned in the Service Provider Agreement.

12.3.         A Client’s access and use of Provider Services is governed by the Service Provider Agreement.  re.alto does not endorse, is not responsible nor liable for, and makes no representations as to any aspect of Provider Services, including, without limitation, the accuracy, completeness or authenticity of the information contained or the manner in which the Provider furnished Provider Services, handles Data, or any interaction between the Client and the Provider.

12.4. Client irrevocably waives any claim against  re.alto with respect to such Provider Services.  re.alto is not liable for any damage or loss caused or alleged to be caused by or in connection with Client’s enablement, access or use of any such Provider Services, or Client’s reliance on the privacy practices, data security processes or other policies of such Provider Services. By enabling any Provider Services, the Client is expressly permitting  re.alto to disclose the Client login as well as its  re.alto Account information to the Provider as necessary to facilitate the use or enablement of such Provider Services. 12.5. Provider shall retain all rights with regard to any Data, Software, or other materials provided in or through the Provider Services. Provider grants to Client a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Provider’s Software, Databases, and/or Data, on condition of the Client’s complete payment of Remuneration, if applicable. Provider reserves all rights not expressly granted.

ARTICLE 13  WARRANTIES

13.1 Each Party represents and warrants that it has full power and authority to enter into the Services Agreement; and it will comply with all laws and regulations applicable to its provision, or use, of the API Platform, as applicable.

13.2 Provider and Client agree that use of the  re.alto Services and Provider Services is entirely at their own risk. The  re.alto Services and Provider Services are provided on an “as is” and “as available” basis, without any warranties of any kind. All warranties, express and implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement are expressly disclaimed to the fullest extent permitted by law.

13.3  re.alto disclaims any warranties for the security, reliability, timeliness, accuracy, and performance of the  re.alto Services, including Malicious Software or other harmful components that the Provider or the Client may experience in connection with the  re.alto Service.  re.alto disclaims any warranties regarding Provider Services or any other third-party services or products obtained through or in connection with ReAlto Services.

13.4  Neither  re.alto nor its suppliers, warrants that the operation of the Software, Data, or the API Platform will be error-free or uninterrupted. Neither the Software nor the API Platform are designed, manufactured, or intended for high risk activities.

ARTICLE 14  INTELLECTUAL PROPERTY RIGHTS

14.1  Subject to these GTC,  re.alto hereby grants the Users (including its End-Users) a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the API Platform for its intended purposes in order to provide  re.alto Services, on condition of the User’s complete payment of applicable Fees and Remuneration. The rights granted herein are subject to compliance with these GTC.

14.2  The Users hereby acknowledge that no title or ownership in the  re.alto Services or API Platform is being transferred or assigned. The GTC are not to be construed as a sale of any rights in the  re.alto Service or API Platform.

14.3  Users understand that any intellectual property rights and licensing with respect to Software, Data, or otherwise in Provider Services is governed by the Provider Services Agreement, to which  re.alto is a third-party.  re.alto provides to representations nor warranties with respect neither to Provider’s intellectual property rights, nor any User’s respect for the Provider Services Agreement, including the respect of the Provider’s intellectual property rights.

14.4  All content of the  re.alto Services or API Platform is owned, controlled or licensed by or to  re.alto, and is protected by trade dress, copyright, and trademark laws, design rights, various other intellectual property rights and unfair competition laws. Except as expressly provided in these GTC or authorized by  re.alto in a written agreement, no content or part of content may be copied, duplicated, sold, resold, reverse engineered, decompiled, reproduced, modified, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way through any media whatsoever.

14.5  Users recognize that the API Platform may use third-party components subject to intellectual property rights. Third-party components, such as open source software, which are included in the API Platform may be subject to separate licensing agreements. The third-party license governs the use of that third-party component. Users are responsible for identifying and complying with the terms of the third-party licenses.

14.6   re.alto may provide documentation for use of the API Platform. The documentation may specify restrictions on how the Software may be built or the API Platform may be used, which Users must comply with regarding  re.alto Services and Provider Services.

14.7  If User provides any feedback or makes suggestions regarding the API Platform,  re.alto may use that information without any obligation or indemnity being due to the User. The -User hereby waives any right with regard to the feedback and agrees to irrevocably assign to  re.alto all right, title, and interest therein.

ARTICLE 15  TERMINATION

15.1 Each Party may terminate the Services Agreement:

i)  for convenience, subject to a notice period of one (1) month, except in case the Services Agreement is entered into for a fixed term;

ii) immediately, without compensation being due and without prejudice to such Parties’ right to possible compensation for damages, in case the other Party

–          ceases its business or becomes the object of a liquidation or dissolution, (b) is declared bankrupt;

–          is the object of an appointment of a receiver or admitted in writing its inability to pay its debts;

–          undergoes a significant and detrimental change in legal status (e.g. merger, demerger, acquisition or other case of legal succession);

iii) immediately without compensation being due and without prejudice to such Parties’ right to possible compensation for damages, in case of payment delay of more than 24 days; or

iv) in case of material breach, immediately if the breach cannot be cured or, in case the breach can be cured, it has not been cured within fifteen (15) days after written notification of the breach.

15.2  re.alto reserves the right to terminate the Services Agreement and access to the API Platform upon thirty (30) days advanced notice if, for a period of sixty (60) days the Client has not accessed their  re.alto Account or the Provider Services, has had no network activity; and no Fees or Remuneration have been incurred.

15.3 Upon termination

i)   all rights granted under the Services Agreement and the Provider Services Agreement shall cease, except for those meant to survive termination, including article 7 and article 13

ii)  all Fees owed to alto are immediately due;

iii)  Users will delete all Data, Software (unless provided for otherwise under the Provider Services Agreement), and the access to the API Platform ; and

iv)  upon request, each Party will use commercially reasonable efforts to return or destroy the other Party’s Confidential Information.

15.4 If  re.alto becomes aware that a User has violated the AUP,  re.alto will give one warning requesting that the violation cease and be corrected. If the User in breach fails to remedy the situation within forty-eight (48) hours of  re.alto’s request, then   re.alto may suspend the  re.alto Account, as well as all or part of the use of or access to the Software, API Platform or Provider Services until the violation is remedied.

15.5  re.alto reserves the right to suspend any  re.alto Account, including the User’s use of the API Platform if:

i)  demonstrated behaviour could adversely impact the API Platform, Provider Services, or the alto network or servers;

ii) there is suspected unauthorized third-party access to the API Platform;

iii) re.alto reasonably believes it is required to do so to comply with applicable law;

re.alto will lift any such suspension when the circumstances giving rise to the suspension have been resolved. Unless prohibited by applicable law.  re.alto will notify Client or Provider of the suspension as soon as is reasonably possible.

ARTICLE 16  MISCELLANEOUS

16.1  The Services Agreement is governed by Belgian law with the exception to the conflict of law principles thereof and to the exclusion of the CISG. Any dispute relating to the interpretation and performance of the Services Agreement shall be submitted to arbitration, in compliance with the CEPANI rules of arbitration, if a dispute cannot first be resolved within twenty (20) business days of the submission of the dispute to the senior management representatives of the Parties involved.

The arbitral tribunal shall have three (3) arbitrators, regardless of the value of the dispute concerned and shall be appointed by the CEPANI institute. At least one of the appointed arbitrators shall have experience in the energy sector and one in the information and communication technologies sector. All appointed arbitrators shall be familiar with the applicable sector specific legislation and regulation.

The place of arbitration shall be Brussels, Belgium and the procedure shall be in English. The award of the arbitration will be final and binding upon the Parties

16.2  No Party may assign any part of the Services Agreement without the written consent of the other, except to an Affiliate.

16.3 The Services Agreement does not create any agency, partnership or joint venture between the Parties.

16.4 If there is a conflict between terms, the documents will control in the following order: the Services Agreement has priority, then any Annexes, and finally, the terms available at any URL. The English text will govern in case of linguistic diversions between translations.

16.5 If a clause of these GTC is declared null and unenforceable, this shall not affect the validity of the GTC as a whole. In such case, the Parties shall replace such clause without delay by a clause the content of which approximates as closely as possible the aim and the intent of the Parties’ relative to the clause to be replaced and which remains within the boundaries of what is accepted by law.

16.6 The Services Agreement, including its annexes, constitutes the entire understanding between the Parties with respect to the subject matter of the Services Agreement and supersedes any and all prior agreements, understandings, documents and arrangements, whether oral or written, between the Parties relating to the subject matters hereof. Amendments must be in writing, signed by both Parties, and expressly stated that they amend this Services Agreement.

Annex 1 – Definition List

Dated: 06/04/2020

The following terms shall have the following meaning for the purpose of the Services Agreement:

Acceptable User Policy or AUP

Means Annex 2 to the GTC;
Affiliate

Means with respect to any company, any other entity that directly, or indirectly through one or more intermediaries, controls or is controlled by such company or is under common control with the company in question. For purposes of this definition, “control” means the possession, directly or indirectly, of 50 % or more of the equity interests of a company or the power to direct or cause the direction of the management and policies of a company, whether through ownership of voting securities, by contract or otherwise;

Annex

Means any document attached to the GTC or to the Services Agreement;

API

Application programming interface;

API Platform

Shall have the meaning set forth in article 1;

CISG

Means the United Nations Convention on contracts for the International sale of goods;

ClientMeans the person purchasing the Provider Services through the API Platform ;
Confidential Information

Shall have the meaning set forth I article 8.1 of the GTC;

Data

Means the set of data offered by a Provider through the API Platform;

Database

Means the collection of Data or other materials arranged in a systematic or methodical manner;

Derivative Services:

the works or software that could be created by the Client, based upon the Provider Services or modifications thereof. This extent is determined by copyright law of Belgium.

Distribution or Communication

any act of selling, giving, lending, renting, distributing, communicating, transmitting, or otherwise making available, online or offline, copies of the Provider Services or providing access to its essential functionalities at the disposal of any other natural or legal person.

EEA

Means the European Economic Area;

End-User

Means the physical person acting on the API Platform for the User in case the User is a legal person;

Fault

Shall have the meaning set forth in article 7.1;

Fee

Means the amount due to RE.Alto for the provision of the RE.Alto Services;

Force Majeure

Means any event or situation i) not reasonably foreseeable at the time the Services Agreement was concluded, ii) beyond the reasonable control of the affected Party, iii) not due to a default of the affected Party, iv) which cannot be reasonably avoided or overcome, and v) which makes it impossible for such Party to fulfil temporarily or permanently, its obligations hereunder in accordance with the terms of the Services Agreement. Force Majeure shall in any event include (but shall not be limited to) the following events, except if these events could have reasonably been overcome:

i) An enemy act or an act of terrorism, declared or undeclared war, threat of war, blockade, revolution, riot, insurrection, civil commotion, demonstration or public disorder;

ii) Sabotage or act of vandalism;

iii) Natural disaster or phenomenon, pandemic disease;

iv) Fire, explosions, radioactive, chemical or other hazardous contamination;

v) A general or industry-wide strike; or

vi) Faults or malfunctions of telecommunication lines or services (e.g. telephone lines) and Internet accesses, to the extent such faults or malfunctions are not attributable to a misconduct of the Party invoking Force Majeure;

GTC

Shall have the meaning set forth in article 1;

Malicious Software

Shall have the meaning set forth in article 4.2.2.;

Parties

Means the persons that have contracted the Services Agreement, i.e. RE.Alto and the Provider or RE.Alto and the Client;

Party

Means one of the persons that has contracted the Services Agreement, i.e. RE.Alto or the Provider, respectively the Client;

Price

Means the amount to be paid by the Client for the Provider Services as set by the Provider;

ProviderMeans any person providing Provider Services through the API Platform to Clients ;
Provider Services

Shall have the meaning set forth in article 2.2.;

Provider Settings Portal

Means the part of the API platform accessible via https://portal.realto.io in which the User can manage the current and past transactions, set and upload pricing and product definitions, upload Provider Services Agreements, monitor API usage and collect billing relevant information;

RE.Alto

Means RE.Alto Energy BV a company incorporated under Belgian law, with corporate seat at Keizerslaan 20, 1000 Brussels, registered with the commercial register (Register for legal persons Brussels) under the number 0731.852.330;

RE.Alto Account

Means the account a User must create in accordance with article 4.1.1. of the GTC with a view to registering itself as a User and to being able use the API Platform;

RE.Alto Services

Means the services to be provided by RE.Alto as described in article 2;

Remuneration

Means the Price and the Fees, to be paid by the Client;

Self-bill

Shall have the meaning set forth in article 11.2.1.;

Service Provider Agreement

Means the agreement concluded between the Client and the Provider which governs the use of the Provider Services;

Services Agreement

Means the agreement entered into between the Provider or the Client and RE.Alto by which Provider or the Client contracts the RE.Alto Services and adheres to the GTC;

Software

Means any type of computer program designed, developed and/or offered by the Provider through the API Platform;

UserMeans the physical or legal person that enters into the contract with RE.Alto to use RE.Alto’s services.