VIVIOT TERMS OF SERVICE
This Terms of Service were last updated on 01.09.2020
- GENERAL INFORMATION
These Terms of Service (“Terms”) govern the legal relationship between you - a legal entity, such as a corporation, limited liability company or sole proprietor, performing business activities (“you” or the “Client”) and, VIVIOT d.o.o., a Limited liability company registered in Slovenia under registration number 6066712000, with a VAT identification number SI 97641537 having its registered office at Industrijska cesta 1, 1000 Ljubljana, Slovenia (“VIVIOT”, “we” or “us”) and incorporate the provisions of our Price List available on our website accessible at www.viviot.net(“Website”). By ordering any services you agree to the terms contained herein, along with our Price List any amendments thereto as well as any operating rules or policies that may be published from time to time by us and incorporated herein by reference.
TAKE NOTE THAT THESE TERMS AND CONDITIONS CONTAIN PROVISIONS THAT DISCLAIM, LIMIT AND EXCLUDE THE LIABILITY OF VIVIOT TO YOU AND THAT INDEMNIFY VIVIOT AGAINST CLAIMS AND DAMAGES THAT IT MAY SUFFER AS A RESULT OF YOUR CONDUCT.
- LEGAL NOTICE
YOU WARRANT AND REPRESENT THAT YOU HAVE READ AND UNDERSTAND, AND HAVE THE CAPACITY AND AUTHORITY TO ACCEPT, AGREE TO AND BE BOUND BY THESE TERMS.
YOU WARRANT AND REPRESENT THAT YOU ARE ACTING ON BEHALF OF A LEGAL ENTITY AND HAVE APPROPRIATE AND NECESSARY EXECUTIVE POWERS TO FORM LEGALLY BINDING CONTRACTS ON BEHALF OF SCH ENTITY.
THESE TERMS MAY BE MODIFIED FROM TIME TO TIME AT OUR SOLE DISCRETION, AND SUCH CHANGES OR MODIFICATIONS ARE EFFECTIVE IMMEDIATELY UPON THE EARLIEST OF:
● OUR EMAIL NOTIFICATION TO YOU ADVISING YOU OF SUCH CHANGES OR MODIFICATIONS,
● YOUR ACCEPTANCE OF THE TERMS AFTER SUCH CHANGES OR MODIFICATIONS HAVE BEEN MADE TO THE TERMS AS INDICATED BY THE "DATE OF LAST REVISION" DATE AT THE TOP OF THE TERMS, OR
● YOUR CONTINUED USE OF THE WEBSITE AFTER WE POST THE UPDATED TERMS AND MAKE THEM ACCESSIBLE ON THE WEBSITE.
FOR PARTICULAR SERVICES, YOU MAY BE SUBJECT TO ADDITIONAL TERMS OF A SERVICE LEVEL AGREEMENT (“SLA”) AND GUIDELINES OR RULES APPLICABLE TO SUCH SERVICES THAT MAY BE POSTED FROM TIME TO TIME ON THE WEBSITE.
The words and phrases listed below shall bear the following meanings in these Terms, unless the context clearly indicates otherwise:
means VIVIOT d.o.o and any direct or indirect holding company or subsidiary from time to time;
means the laws of the Republic of Slovenia and any other laws or regulations, regulatory policies, consents, standards, guidelines or industry codes which apply to the Parties, as the same may be modified and amended from time to time during the term of this Agreement;
Have the meanings as set out in the applicable Data Protection Legislation;
a Party that discloses Shared Personal Data to the other Party;
Data Protection Legislation
all applicable data protection and privacy legislation in force from time to time in the Republic of Slovenia including the General Data Protection Regulation ((EU) 2016/679) (GDPR); the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC); and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a Party;
A Party is insolvent when:
a) it takes any step or action in connection with its entering administration, examinership, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver or examiner appointed to any of its assets or ceasing to carry on business or if the step or action is taken in another jurisdiction, in connection with an analogous procedure in the relevant jurisdiction; or
b) it suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
the marketing material provided by VIVIOT to the Client to be displayed on the Designated Websites, domains or other locations in connection with the White Label licence as provided and as may be amended from time to time;
the Parties to this Agreement, the employees of each Party, any third parties engaged to perform obligations in connection with this Agreement;
Means the document listing and specifying the scope of services provided by VIVIOT made available on the VIVIOT Website and incorporated herein by reference.
Shared Personal Data:
the personal data to be shared between the parties under clause Error! Reference source not found. of this Agreement. Shared Personal Data if relevant shall be confined to categories of information which the Parties may mutually agree.
the software solutions of third-party service integrations and development of new or modifications of existing Client’s software and the VIVIOT Platform.
A monthly fee, payable to VIVIOT for the use of various features and functionalities and access to the VIVIOT Platform calculated on the basis of the Price List published on the Website.
Means VIVIOT website accessible at
Means employees, affiliates, agents, end customers and other persons provided access to the VIVIOT Platform by or on behalf of the Client.
i. The singular shall include the plural and vice versa.
ii. Unless the context or subject otherwise requires, references to words in one gender include references to the other genders.
iii. A reference to a person shall include an individual, partnership, corporation, company, business trust, joint-stock company, trust, unincorporated association, joint venture, governmental entity or authority or other entity of whatever nature.
iv. Unless the context otherwise requires, a reference to a recital, article, paragraph, provision, clause or schedule is to a recital, article, paragraph, provision, clause or schedule of or to this Agreement.
v. Reference to a statute or statutory provision includes a reference to it as from time to time amended, extended or re-enacted.
vi. The headings in this Agreement are inserted for convenience only and do not affect its construction.
vii. The expressions include includes, including, in particular, and similar expressions shall be construed without limitation.
5. USE OF TERMS
Persons using the Website or the Services for any reason whatsoever bind themselves and agree to these terms and conditions.
Should you not agree to all the terms and conditions contained herein or be unable to comply with these terms and conditions, you should immediately cease using the Website and/or terminate the registration process.
You agree that all terms and conditions herewith published shall be binding on you and that should there be a contradiction between these general terms and conditions and any other product-specific or service-specific terms and conditions, the product-specific or service-specific terms and conditions shall prevail to the limited extent of such conflict.
II. SERVICES, PRICING AND PAYMENTS
VIVIOT offers four distinct sets of services, as listed in the subsections below. The Client may choose any number of services besides the core service which is the access to the VIVIOT platform and its core features and functionalities.
6.1. Service level agreement. VIVIOT and the Client may be required to enter into a Service Level Agreement, which provides for additional service-specific terms and conditions. Such Service Level Agreement is deemed to incorporate these Terms and form the entire agreement between the Client and for the purpose of delivering the Services.
The Client may opt for inclusion additional features and functionalities including functionalities specified in the “Add-ons and Automations” section of the Price List.
Subject to the Service Level Agreement the service fee for this service consists of the one time Set-up and implementation fee and a monthly subscription calculated based on the selected scope (quantity and quality) of the chosen features and Services at the precis set in the Price List.
6.3. Core of the VIVIOT software service consists of the following modules:
o Business Dashboard, a web application providing CMS and analytics features, enabling setup and maintainance of digital landscape, access rules and content presented to end users;
o Service APIs, providing secure and interoperable access to resources stored on the cloud infrastructure, including access logs, digital twin catalog, reservations and real-time IoT metrics;
o External service adapters, implementing integration with external services (e.g. payment providers, PMS systems, identity providers, ERP);
o VIVIOT App, a mobile application for end users, enabling reservation, space interaction and monitoring. The application is publicly available;
o VIVIOT Business App, a mobile application for business users to support their daily operations and streamline their work process. The application is publicly available, but requires authorization from business owner in order to access private business resources.
6.4. Next to the core modules, VIVIOT contains additional components that can be partially or fully shared with custumers and partners to facilitate integration between two systems:
o IoT Adapters, enabling connectivity to IoT data sources either directly from IoT gateways to the cloud message broker or indirectly for IoT devices already connected to the internet;
o VIVIOT Custom, a black-box product that enables custom assembly, configuration, implementation of custom visual elements, mobile front-end customization, while using VIVIOT components, functionalities and modules as futher defined;
o VIVIOT Service SDKs, set of components compatible with different software development platforms facilitating integration of custumer software services with VIVIOT Service APIs. Customer might integrate with VIVIOT to consume VIVIOT resources and services thereby extending and enriching their existing service(s);
o VIVIOT Components, set of components that can be plugged into customer modules to offer out-of-the-box VIVIOT user experience and functionality mixed with existing user experience inside the customer or partner solution. The following VIVIOT Components are available:
o Reservation Component, enabling reservation booking of single or multiple spaces with additional amenities;
o Account Component, enabling registration and login to VIVIOT service and personal account administration;
o Workflow Component, enabling overview and processing of tasks, assigned by business owner;
o Space interaction Component, enabling interaction with smart spaces and IoT devices;
o Digital key management Component, enabling overview, handling and usage of assigned access keys.
6.5. Combining core modules and additional components, the following types of integrations are supported in the context of functionality and target platform:
o Customer mobile or web application can consume VIVIOT Service SDKs to gain secure, authenticated access to VIVIOT resources, or it can inject VIVIOT functionality – including the user experience and layout – into its own layout by integrating the VIVIOT Components. While the mobile or web application is owned by customer, VIVIOT Component ownership doesn't change;
o Custom mobile or web application can be developed by VIVIOT, using and adapting VIVIOT Service SDKs and VIVIOT Components. VIVIOT assumes ownership of any components developed and evolved from existing VIVIOT Components;
o VIVIOT can integrate with an IoT cloud infrastructure by extending its supported set of IoT adapters, thereby connecting to an existing customer data source on the internet. Alternatively, customer might use the IoT adapters module to integrate their own infrastructure onto VIVIOT service;
o VIVIOT can integrate with an external service provider to provide additional services for their customers. Alternatively, a service provider might consume the VIVIOT Service SDKs to gain secure, authenticated access to VIVIOT resources in a B2B scenario.
7.1. General payment terms. Client acknowledges that without the prior written approval of an authorized VIVIOT representative, all Services will require prepaid fees. VIVIOT will invoice the Client within the first 5 (five) days of every calendar month.
Unless expressly otherwise agreed otherwise, all payments must be received by VIVIOT fifteen (15) days from the date VIVIOT sends the invoice to Client. Client agrees that any delay on the part of VIVIOT in sending out any invoices will not relieve Client of the obligation to pay the amounts reflected in such invoices by their specified due date. Each invoice will reflect the payments due for the payment period; Client acknowledges that previous, unpaid invoice amounts may not be reflected on any other invoice.
VIVIOT reserves the right to change its methods of receiving payment at any time and require payment by a specific method for a particular Service or for a particular Client. Such change shall be communicated in writing and take immediate effect.
The date of payment is considered to be the date when the funds are credited to the settlement account of VIVIOT.
Thereafter the Monthly Service Fee is paid by the Client each month on the basis of the invoice issued by VIVIOT.
Upon request of VIVIOT, the Client shall provide the necessary documents, such as an excerpt of the public company register, to provide accurate information with regards to their establishment.
Any taxes or surcharges (excluding taxes on VIVOT’s income) on the Services provided under this Agreement, and which are not already reflected in the fees for Services, shall be separately itemized on the bills rendered to Client and shall be paid by Client.
Should any competent tax authority determine that additional sales, use, gross receipts or other taxes or surcharges (and interest, penalty and/or surcharges thereon) are due on the provision of the Services. The Client shall be liable for any such tax, interest, penalty and surcharge.
However, if the Client disagrees with the assessment of any such additional tax, penalty, surcharge and interest, the Client shall, at its option and expense (including payment of any such assessment prior to the final resolution of the issue), have the right to protest the assessment and participate in any legal challenge to such assessment, but shall be liable for any tax, penalty, surcharge and interest ultimately determined to be due.
VIVIOT shall when requested by Client and at Client's expense, cooperate with Client in any such protest or legal challenge.
The Client shall establish and maintain appropriate and necessary hardware and software to ensure proper functioning and connectivity with the VIVIOT Platform.
The Client agrees and undertakes to maintain all security regarding their account ID, password, and connectivity with the VIVIOT Platform.
The Client shall maintain the confidentiality of any login and password information provided by VIVIOT and safeguard it with at least the same standard of care the Client exercises in the protection of their own login and password information.
VIVIOT has the right to suspend the provision of the Services at any time in case of suspected data breach and begin an internal procedure to identify and analyze the reasons for a said procedure to restore the quality of the Services rendered. At the same time, ViVIOT shall immediately notify the Client of such subsequent suspension of Services.
The Client is liable to VIVIOT for any damages and losses, including the loss of profits sustained by VIVIOT which are a result of a security breach or improper use of the VIVIOT Platform by the Client due to the Client’s malice or negligence.
VIVIOT may switch off the Client’s access to the VIVIOT Platform when performing preventive maintenance works, of which it will notify the Client by email at least 1 (one) calendar day prior to such planned maintenance, indicating the time of expected unavailability or downtime. The down-time for carrying out preventive maintenance work shall not exceed 9 (nine) hours at a time.
This section sets out the framework for the sharing of User personal data between the Parties as controllers. In the event that personal data is exchanged by the Parties shall take immediate steps document and agree the categories of information of the Shared Personal Data and the Agreed Purposes for which it may be used. In the event that personal data is exchanged the following clauses set out below in relation to Data Protection shall apply, otherwise they shall have no effect.
a. Each Party acknowledges that other Party (referred to in this clause as the Data Discloser) will regularly disclose to that Party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
- ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients;
d. Each Party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each Party shall:
The Client acknowledges that the Website (including without limitation all content, text, images, software, media and other materials on the Website), VIVIOT Platform, source code developed for the Client in the scope of Bespoke software solution services and Marketing Materials are the sole and exclusive property of VIVIOT.
Both Parties shall have the right to mention the following in their marketing materials, public announcements, or as a reference for their future clients: (1) the existence of their business partnership, (2) the identity of either party, (3) services provided, or (4) case studies. This right is given on the condition(s) that: (a) any such marketing materials accurately reflect the nature of the business relationship, and (b) any such marketing materials do not disclose Confidential Information.
Client will indemnify, defend and hold harmless VIVIOT and its Affiliates from and against any and all third party claims, and associated losses, demands, liabilities, damages, costs and expenses (including reasonable attorneys’ fees), to the extent arising out of or relating to the breach of this Terms by the Client or its agents’ misuse and/or abuse of the Services.
VIVIOT may choose to assign the performance of the Services and any obligations of VIVIOT to a third party at its sole discretion.
Client may not assign their rights and licenses granted hereunder without the prior written consent of VIVOT, nor are the obligations imposed on the Client delegable.
Or by letter addressed to: Industrijska cesta 1, 1000 Ljubljana, Slovenia, EU