General Terms and Conditions of Havelock  JSC 

Part I 

Individual Contract between Havelock JSC and its Customers 

1. These General Terms and Conditions (these “Terms”) regulate the contractual relations, stemming from the Individual Contract between Havelock JSC, a company, established and existing under the laws of Republic of Bulgaria, having its company No: 205602831 at Bulgarian Trade Register, having its registered seat and address at 54 “Iskar” str., city of Sofia, Republic of Bulgaria (Havelock JSC) and the Customers of the products and services, provided by Havelock JSC. 

2.  By signing the Order Form (as defined in its minimum content in the Definitions section below), the Customer automatically accepts these Terms, in their version as of the date of Order Form’s signing by the Customer. 

3. Customer shall send a scanned copy of the signed Order Form, from his designated e-mail address, filled in thereof.

4. The Individual Contract between Havelock JSC and the Customer is considered executed as of the moment when both Customer and Havelock JSC have signed, through their authorized representatives, the Order Form and Havelock JSC had returned the scanned executed copy to Customer’s designated email address. For avoidance of any doubt, the Order Form, executed by both parties, constitutes the body of the Individual Contract.  

5. Havelock Product (s) in its (their) capacity of software programs and software solutions, represent exclusive intellectual property of Havelock JSC. 

6. By entering into the Individual Contract with Havelock JSC, the Customer is granted non—exclusive, non-transferable, terminable license for use of Havelock Product(s). 

Part II

Content of the Terms 

1. What these Terms cover

These Terms govern Havelock JSC Product(s), related Support, and Additional Services. These Terms include Havelock JSC’s Policies (including Havelock JSC’s Privacy Policy).

2. How Havelock Products are administered

2.1. Administrators.Through Havelock product interface Customer may be able to specify certain End Users as Administrators, who will have important rights and controls over Customer use of Havelock Products and End User Accounts. This may include creating, de-provisioning, monitoring or modifying End User Accounts, and setting End User usage permissions; and managing access to Customer Data by End Users or others. Customer agrees that Havelock JSC’s responsibilities do not extend to the internal management or administration of Havelock Products for Customer.

2.2. End User Consent.Customer will provide all required disclosures to and will obtain and maintain all required consents from End Users to allow: (i) Administrators to have the access described in these Terms and the Privacy Policy; and (ii) Havelock’s provision of the Havelock Product(s) to Administrators and End Users. Customer will provide evidence of such consents upon Havelock JSC’s reasonable request. 

2.3 Responsibility for End Users.By executing the Individual Contract, Customer does acknowledge that he is  responsible for the activities of all Customer’s End Users, including Orders Forms they may place and how End Users use Customer Data, even if those End Users are not from Customers organisation or domain.

2.4. Credentials.Customer must require that all End Users keep their user IDs and passwords for Havelock Product(s) strictly confidential and do not share such information with any unauthorised person. User IDs are granted to individual, named persons and may not be shared. Customer is responsible for any and all actions taken using End User Accounts and passwords, and Customer agrees to immediately notify Havelock JSC of any unauthorised use of which Customer become aware.

3. Scope of permitted use. Restriction.

3.1. Access to Havelock Product(s).Subject to these Terms and during the Contractual Term, Customer may access and use Havelock Product(s) for Customer own business purposes or personal use, as applicable, all in accordance with these Terms, the applicable Order Form and the Documentation. The rights granted to Customer in this Section 3.1 are non-exclusive, non-sublicensable and non-transferable.

3.2. Support.During the Contractual Term, Havelock JSC will provide Support for Havelock Product(s) in accordance with the Services and Support Policy, (to the extent applicable), and the applicable Order Form.

3.3. Restrictions.Except as otherwise expressly permitted in these Terms, Customer will not: (a) reproduce, modify, adapt or create derivative works of Havelock Product(s); (b) rent, lease, distribute, sell, sublicense, transfer or provide access to Havelock Product(s) to a third party; (c) use Havelock Product(s) for the benefit of any third party; (d) incorporate any Havelock Products into a product or service Customer provide to a third party; (e) interfere with or otherwise circumvent mechanisms in Havelock Product(s) the Havelock Products intended to limit Customer use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Havelock Product(s), except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in Havelock Product(s); (h) use Havelock Product(s) for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of Havelock Product(s); or (j) encourage or assist any third party to do any of the foregoing.

4. Havelock JSC Security and data privacy policies

4.1. Security and Certifications.Havelock JSC implements and maintains physical, technical and administrative security measures designed to protect Customer Data from unauthorised access, destruction, use, modification, or disclosure. 

4.2. Privacy.Havelock JSC collects certain data and information about Customer and Customer’s End Users in connection with Customer and Customer’s End Users’ use of Havelock Product(s) and otherwise in connection with these Terms. Havelock JSC collects and uses all such data and information in accordance with Havelock JSC’s  Privacy Policy, which Customer acknowledges.

4.3. Improving of Havelock Product(s).Havelock JSC is always striving to improve Havelock Product(s). In order to do so, Havelock JSC uses analytics techniques to better understand how Havelock JSC Product(s) are being used. For more information on these techniques and the type of data collected, please read Havelock JSC Privacy Policy.

5. Terms that apply to Customer Data

5.1. Using Customer Data to provide Havelock Product(s) to Customer.Customer retains all right, title and interest in and to Customer’s Data in the form submitted to Havelock Product(s). Subject to these Terms, and solely to the extent necessary to provide Havelock Product(s) to the Customer, Customer grants Havelock JSC a worldwide, limited term license to access, use, process, copy, distribute, perform, export, and display Customer Data. Solely to the extent that reformatting Customer Data for display in a Havelock Product(s) constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. Havelock JSC may also access Customer’s accounts, End User Accounts, and Customer’s Havelock Product(s) with End User permission in order to respond to Customer’s support requests.

5.2. Customer’s Data Compliance Obligations.Customer use of Havelock Product(s) (including use by Customer’s End Users) must comply at all times with these Terms, and all Laws. Customer represents and warrants that: (i) Customer has obtained all necessary rights, releases and permissions to submit all Customer Data to Havelock Product(s) and to grant the rights granted to Havelock JSC in these Terms and (ii) Customer Data and its submission and use as Customer authorized in these Terms will not violate (1) any Laws, (2) any third-party intellectual property, privacy, publicity or other rights, or (3) any of Customer’s or third-party policies or terms governing Customer Data. Other than Havelock JSC’s  express obligations under Section 4 (Havelock JSC’s Security and data privacy policies), Havelock JSC assumes no responsibility or liability for Customer Data, and Customer is solely responsible for Customer Data and the consequences of submitting and using it with Havelock Product(s).

5.3. Customer Indemnity.Customer will defend, indemnify and hold harmless Havelock JSC  (and Havelock JSC Affiliates, officers, directors, agents and employees) from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from any claim arising from or related to (i) Customer breach of Section 2.2 (End User Consent) or any claims or disputes brought by Customer End Users arising out of their use of Havelock Product(s), (ii) Customer breach (or alleged breach) of Section 5.2 (Customer’s Data Compliance Obligations); or (iii) Customer Materials. This indemnification obligation is subject to Customer receiving (a) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (b) the exclusive right to control and direct the investigation, defence or settlement of such claim and (c) all reasonable necessary cooperation by Havelock JSC at Customer’s expense.

5.4. Removals and Suspension.Havelock JSC has no obligation to monitor any content uploaded to Havelock Product(s). Nonetheless, if Havelock JSC deems such action necessary based on Customer’s violation of these Terms, including Havelock JSC Policies, or in response to takedown requests that Havelock JSC receives following Havelock JSC  guidelines for reporting copyright and trademark violations, Havelock JSC may (1) remove Customer Data from Havelock Product(s) or (2) suspend Customer’s access to Havelock Product(s). Havelock JSC will use reasonable efforts to provide Customer with advance notice of removals and suspensions when practicable, but if Havelock JSC determines that Customer actions endanger the operation of Havelock Product(s) or other users, Havelock JSC may suspend Customer’ access or remove Customer Data immediately without notice. Havelock JSC has no liability to Customer for removing or deleting Customer Data from or suspending Customer access to Havelock Product(s) as described in this Section 5.4.

6. Using third-party products with Havelock Product(s)

6.1. Third-Party Products.Customer (including Customer’s End Users) may choose to use or procure other third party products or services in connection with Havelock Product(s), including Third Party Apps or implementation, customisation, training or other services. Customer’s receipt or use of any third party products or services (and the third parties’ use of any of Customer Data) is subject to a separate agreement between Customer and the third party provider. If Customer enables or uses third party products or services with Havelock Product(s) Havelock JSC will allow the third party providers to access or use Customer Data as required for the interoperation of their products and services with Havelock Product(s). This may include transmitting, transferring, modifying or deleting Customer Data, or storing Customer Data on systems belonging to the third party providers or other third parties. Any third party provider’s use of Customer Data is subject to the applicable agreement between Customer and such third party provider. Havelock JSC is not responsible for any access to or use of Customer Data by third party providers or their products or services, or for the security or privacy practices of any third party provider or its products or services. Customer is solely responsible for Customer decision to permit any third party provider or third party product or service to use Customer Data. It is the Customer’s responsibility to carefully review the agreement between Customer and the third party provider, as provided by the applicable third party provider. HAVELOCK JSC DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD PARTY PRODUCTS OR SERVICES (WHETHER SUPPORT, AVAILABILITY, SECURITY OR OTHERWISE) OR FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OR VENDORS. 

7. Additional Services

7.1. Additional Services.Subject to these Terms, Customer may purchase Additional Services that Havelock JSC will provide to Customer pursuant to the applicable Order Form. Additional Services may also be subject to additional policies and terms as specified by Havelock JSC, as well as to separate individual agreement between Havelock JSC and the Customer.

7.2. Havelock JSC  Deliverables.Havelock JSC will retain all right, title and interest in and to Havelock JSC  Deliverables. Customer may use any of Havelock JSC Deliverables provided to the Customer only in connection with Havelock Product(s), subject to the same usage rights and restrictions as for Havelock Product(s). For clarity, Havelock JSC Deliverables are not considered Havelock Product(s), and any Havelock Product(s) are not considered to be Havelock JSC  Deliverables.

7.3. Customer Materials.Customer agrees to provide Havelock JSC with reasonable access to Customer Materials as necessary for Havelock JSC  provision of Additional Services. If Customer does not provide Havelock JSC with timely access to Customer Materials, Havelock JSC performance of Additional Services will be excused until Customer do so. Customer retain Customer rights in Customer Materials, subject to Havelock JSC ownership of any Havelock Product(s), any of Havelock JSC’ Deliverables or any of Havelock JSC Technology underlying Customer Materials. Havelock JSC will use Customer Materials solely for purposes of performing the Additional Services. Customer represents and warrants that Customer has all necessary rights in Customer Materials to provide them to Havelock JSC for such purposes.

7.4. Implementation process.Immediately after the execution of the Order Form, Havelock JSC shall initiate all necessary technical measures meant to implement Havelock Product (s) at Customer’s enterprise. The number and duration of implementation and training meetings and sessions shall be stipulated in the particular Order Form. During implementation process, Customer shall be obliged to provide all necessary information and data, that may be required by Havelock JSC within 3 (three) calendar days upon Havelock JSC explicit written request. Customer shall be required to confirm in written the completion of Implementation process. Non-provision of information and confirmation as per previous sentences may be deemed as material breach of the Individual Contract. For avoidance of any doubt, in case Implementation process cannot be accomplished due to any technical or actual obstacles, created by Customer, or due to Customer’s inaction, this does not reflect the validity of the Individual Contract, including, but not limited to, does not reflect Customer’s obligation for payment of fees.

7.5. Training and Consulting Not Covered.Customer may request, and Havelock JSC may provide, Training and Consulting services subject to Havelock JSC Training and Consulting Terms and Policies, which is a separate agreement.

8. Billing, renewals, and payment

8.1. Monthly and Annual Plans.All Havelock Product(s) are offered either on a monthly basis or an annual basis, as defined on particular Order Form.

8.2. Renewals.Except as otherwise specified in Order Form, unless the either party terminates the Individual Contract as per Art. 14 below, agreed upon within the Order Form the effect and validity of the Individual Contract will automatically renew for a subsequent period, equal to the initial Contractual Term. Customer will provide any notice of non-renewal through the means Havelock JSC designates, which may include account settings in Havelock Product(s) or contacting Havelock JSC support team. All renewals are subject to the applicable Havelock Product(s) continuing to be offered and will be charged at the then-current rates.

8.3. Adding Users.Customer may add users, increase storage or support services  limits, or otherwise increase Customer use of Havelock Product(s) by placing a new Order Form to the designated Havelock JSC email, described in Customer initial Order Form. Unless otherwise specified in the applicable Order Form, including – unless re-negotiated and reflected accordingly within an updated Order Form, Havelock JSC will charge Customer for any increased use of Havelock Product(s) at then-current rates, prorated for the remainder of the then-current Contractual Term. 

8.4. Payment.Customer will pay all fees in accordance with each Order Form, by the due dates and in the currency specified in the Order Form. For Additional Services provided at any location, different form the place of official registered address of Havelock JSC, unless otherwise specified in Customer Order Form, Customer will reimburse for Havelock JSC  pre-approved travel, lodging and meal expenses, which Havelock JSC may charge as incurred. Other than as expressly set forth in these Terms, all amounts are non-refundable, non-cancelable and non-creditable. Customer agrees that Havelock JSC may bill Customer credit card or other payment method for renewals, additional users, overages to set limits or scopes of use, expenses, and unpaid fees, as applicable.

8.5. Delivery.Havelock JSC will deliver the login instructions for Havelock Product(s) to Customer designated email address listed in the Order Form or through other reasonable means no later than when Havelock JSC have received payment of the applicable fees. All deliveries under these Terms will be electronic.

9. Taxes not included 

9.1. Taxes.Customer fees exclude any taxes or duties payable in respect of Havelock Product(s) in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Havelock JSC, Customer must pay to Havelock JSC the amount of such taxes or duties in addition to any fees owed under these Terms. Notwithstanding the foregoing, if Customer has obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed, Customer may provide Havelock JSC with such exemption information, and Havelock JSC will use reasonable efforts to provide Customer with invoicing documents designed to enable Customer to obtain a refund or credit from the relevant revenue authority, if such a refund or credit is available.

9 .2. Withholding Taxes.Customer will pay all fees net of any applicable withholding taxes. Customer and Havelock JSC will work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If Havelock JSC qualifies for a tax exemption, or for a reduced treaty withholding rate, Havelock JSC will provide Customer with reasonable documentary proof. Customer will provide Havelock JSC reasonable evidence that Customer have paid the relevant authority for the sum withheld or deducted.

10. Havelock JSC Return policy 

10.1. As part of Havelock JSC commitment to Customer satisfaction, Customer may terminate  the individual contract with Havelock JSC under these Terms, based on Customer’s sole discretion, by providing notice of termination to Havelock JSC. 

10.2. In case the Customer terminates the Individual Contract within six (6) months period after its execution, Havelock JSC will refund the Customer the prorated amount of the fees (excluding any installation and implementation fees) for the remaining of the period.

10.3. All termination notices should be sent to the designated email address, specified in the  Order Form.

11. Evaluations, trials, and betas 

Havelock JSC may offer certain Havelock Product(s) (including some Havelock Apps) to Customer at no charge, including free accounts, trial use and Beta Versions as defined below (collectively, “No-Charge Products”). Customer’s use of No-Charge Products is subject to any additional terms that Havelock JSC specifies and is only permitted during the Contractual Term Havelock JSC designates (or, if not designated, until terminated in accordance with these Terms). Except as otherwise set forth in this Section 11, the terms and conditions of these Terms governing Havelock Product(s), fully apply to No-Charge Products. Havelock JSC may modify or terminate Customer’s right to use No-Charge Products at any time and for any reason in Havelock JSC sole discretion, without liability to Customer. Customer understands that any pre-release and beta Havelock Product(s), and any pre-release and beta features within generally available Havelock Product(s), that Havelock JSC makes available (collectively, “Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Havelock Product(s). Havelock JSC makes no promises that any Beta Versions will ever be made generally available. In some circumstances, Havelock JSC may charge a fee in order to allow Customer to access Beta Versions, but the Beta Versions will still remain subject to this Section. All information regarding the characteristics, features or performance of any No-Charge Products (including Beta Versions) constitutes Confidential Information, as per these Terms. To the maximum extent permitted by applicable law, Havelock JSC disclaims all obligations or liabilities with respect to No-Charge Products, including any Support, warranty and indemnity obligations. 

12. IP Rights in Havelock Product(s) and Feedback 

Havelock Product(s) are made available on a limited access basis, and no ownership right is conveyed to Customer, irrespective of the use of terms such as “purchase” or “sale”. Havelock JSC and Havelock JSC licensors have and retain all right, title and interest, including all intellectual property rights, in and to Havelock JSC Technology (including Havelock Product(s). From time to time, Customer may choose to submit certain feedback to Havelock JSC. Havelock JSC may in connection with any of Havelock JSC products or services freely use, copy, disclose, license, distribute and exploit any such feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No feedback will be considered Customer Confidential Information, and nothing in these Terms limits Havelock JSC right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise.

13. Confidentiality 

Except as otherwise set forth in these Terms, each party to the Individual Contract agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any of Haveloc JSC Technology and any performance information relating to Havelock Product(s) will be deemed Havelock JSC  Confidential Information without any marking or further designation. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 13 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 13. The Receiving Party’s confidentiality obligations will not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known by it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

14. Term and Termination

14.1. The Individual Contract is deemed valid and effective as of the date it is executed by Havelock JSC authorized representative.

14.2. Termination for Cause.Either party may terminate the Individual Contract if the other party (a) fails to cure any material breach of the Individual Contract within thirty (30) days after notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy,  or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

14.3. Termination for Convenience.Customer may choose to stop using Havelock Product(s) and terminate the Individual Contract at any time for any reason upon written notice to Havelock JSC, but, unless Customer is exercising Customer right to terminate early pursuant to Section 10 (Havelock JSC Return policy), upon any such termination (i) Customer will not be entitled to a refund of any pre-paid fees and (ii) if Customer have not already paid all applicable fees for the then-current Contractual Term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.

14.4. Effects of Termination.Upon any expiration or termination of the Individual Contract, Customer must cease using all Havelock Products and delete (or at Havelock JSC request), return all Confidential Information or other materials of Havelock JSC in Customer’s possession, including on any third-party systems operated on Customer behalf. Customer will certify such deletion upon Havelock JSC request. Customer will not have access to Customer Data (and Havelock JSC may delete all of Customer Data unless legally prohibited) after expiration or termination of Individual Contract.

15. Limitation of Liability

Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, HAVELOCK JSC AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THE INDIVIDUAL CONTRACT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO HAVELOCK JSC IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

16. Publicity Rights 

Havelock JSC may identify Customer as a Havelock Customer in Havelock JSC promotional materials. Havelock JSC will promptly stop doing so upon Customer’s request sent to the designated Havelock email address, specified in Order Form. 

17. Dispute Resolution 

17.1. Informal Resolution. In the event of any controversy or claim arising out of or relating to the Individual Contract , the parties will consult and negotiate with each other and, recognising their mutual interests, attempt to reach a solution satisfactory to both parties. All negotiations pursuant to this Section 17.1 will be confidential and treated as compromise and settlement negotiations for purposes of all rules and codes of evidence of applicable legislation and jurisdictions.

17.2. Governing Law; Jurisdiction.The contractual relations between Havelock JSC and its Customers will be governed by and construed in accordance with the applicable laws of Republic of Bulgaria. In case a dispute arises, it shall be brought to the attention of the competent Bulgarian court. 

18. Changes to these Terms 

18.1. Havelock JSC may modify the terms and conditions of these Terms (including Havelock JSC Policies) from time to time, with notice to Customer in accordance with the relevant Section  or by posting the modified Terms on Havelock JSC website. Together with the notice, Havelock JSC will specify the effective date of the modifications as well as Customer’s response period as per pt. 18. 2 below.

18.2. Whenever notified, in accordance with applicable response period, specified in the notice of modification as per previous pt. 18.1, Customer has the right to notify Havelock JSC of his non-acceptance of the modifications. In this case, the version of these Terms as of prior to the relevant modification, remains valid and binding to the contractual relation between the parties up to the expiration of the relevant Contractual Term.

18.3. In the event that Customer does not express his non-acceptance of the modifications within the response period as this Section, the relevant modifications become legal and binding to the contractual relations between the parties. 

19. Changes to Havelock Product(s) 

Customer acknowledges that Havelock Product(s) are online-based products, and that in order to provide improved Customer experience Havelock JSC may make changes to Havelock Product(s) and may update the applicable Documentation accordingly. 

20. General Provisions

20.1. Notices. Any notice, related to the performance, interpretation and termination of the Individual Contract will be deemed validly served, in the event it is sent from and to any of the desiganted emails of the parties, as set forth in the Order Form. 

20.2. Force Majeure.Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms and the Individual Contract (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

20.3. Conflicts.In the event of any conflict between the main body of these Terms and either Havelock JSC Policies, Havelock JSC Policies (as applicable) will control with respect to their subject matter.

21. Definitions 

Certain capitalized terms are defined in this Section, and others are defined contextually in these Terms.

“Additional Services”means consulting services, premier or priority support, custom developments or other services related to Havelock Product(s) that Havelock JSC provides to Customer, as identified in an Order Form. For the avoidance of doubt, Additional Services do not include the standard level of support included in Customer’s Individual Contract.

“Administrators”means the personnel designated by Customer who administer Havelock Product(s) to End Users on Customer’s behalf.

“Affiliate”means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.

“Documentation”means Havelock JSC standard published documentation for Havelock Product(s), currently located here.

“End User”means an individual Customer or an Affiliate permits or invites to use Havelock Product(s). For the avoidance of doubt:  (a) individuals invited by Customer’s End Users, and (b) individuals interacting with a Havelock Product  as Customer’s Customer are also considered End Users.

“End User Account”means an account established by Customer or an End User to enable the End User to use or access Havelock Product.

“Feedback”means comments, questions, ideas, suggestions or other feedback relating to Havelock Product(s), Support or Additional Services.

“Laws”means all applicable legislation of Republic of Bulgaria and the European Union, that have direct enforcement on the entire territory of EU. 

“Order Form”means a document, made available by Havelock JSC to the Customer in the appropriate form, which shall be filled in by the Customer accordingly and addressed to Havelock JSC in accordance with Part I of these Terms. As applicable, the Order Form will contain: 

    • identification of the Customer by his full legal name, registered address, national ID document (for individuals) or full company name, registered address, national company registration number, full name of the person, duly authorized to represent the entity according to applicable national legislation (for legal entities);
    • designated emails of both parties;
    • names and contact data of Customer’s Administrators;
    • the number of End Users, Contractual Term, domain(s) associated with Customer’s use of Havelock Products,  or other scope of use parameters;
    • the amount or rate Customer will be charged, the billing terms, applicable currency, and form of payment;
    • Implementation package by number and duration of implementation meetings and training sessions;
    • Order Forms may also include Additional Services and No-Charge Products.

“Havelock JSC Deliverables”means any materials, deliverables, modifications, derivative works or developments that Havelock JSC provides in connection with any Additional Services.

“Havelock JSC Policies”mean, Privacy Policy and Services and Support Policy,  and (unless specified) any other policies or terms referenced in these Terms.

“Havelock JSC Technology”means Havelock Product(s), Havelock JSC Deliverables, their “look and feel”, any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate Feedback.

“Contractual Term” means the period of validity of the individual contract between Customer and Havelock JSC, as set forth in the applicable Order Form.

“Support”means support for Havelock Product(s), as further described in the Services and Support Policy (to the extent applicable). 

“Training”means Havelock-provided training and certification services.

“Customer Data”means any data, content, code, video, images or other materials of any type that Customer (including any of Customer’s End Users) submit to Havelock Product(s). In this context, “submit” (and any similar term) includes submitting, uploading, transmitting or otherwise making available Customer Data to or through Havelock Product(s).

The present version of these Terms was adopted by Havelock JSC on March 30th, 2020.