REFERENCE TO THE MASTER AGREEMENT
This Annex forms part of the Vitum Technologies, S.L. Master Agreement and applies only when incorporated by an Order. Terms defined in the Master Agreement have the same meaning here. In case of conflict, the Master Agreement’s order of precedence applies.
Clause 1. Object
Vitum grants the Customer the right to access and use the Platform on a subscription basis, per the scope and number of users/assets in the Order.
Clause 2. Grant of licence
The licence is non-exclusive, non-transferable, non-sublicensable and revocable, limited to the subscription term and to the Customer’s internal business use.
Clause 3. Users and access
The Customer is responsible for its credentials and for its users’ use. It must keep accounts confidential and report any unauthorised use.
Clause 4. Use restrictions
It is prohibited to: decompile, reverse-engineer, copy or resell the Platform; remove ownership notices; or use it for unlawful purposes.
- Alter, overload or disrupt the operation or infrastructure of the Platform.
- Grant access to third parties not authorised in the Order.
Clause 5. Provisioning, updates and versions
Vitum provisions the Platform and may release updates, improvements and new versions. It may modify features provided it does not materially degrade the contracted service.
Clause 6. Subscription, term and renewal
The subscription runs for the Order term (by default, annual) and auto-renews for equal periods unless non-renewal is notified 30 days in advance by a means leaving a record.
Withdrawal after renewal gives no right to refund of the current period.
Clause 7. Fees, invoicing and late payment
Prices and frequency are set in the Order, plus VAT. Delay exceeding 30 days accrues late interest of 5% on the unpaid amount; non-payment of two periods entitles Vitum to demand the balance or terminate.
Clause 8. Service suspension
Vitum may suspend access for non-payment, misuse or security risk, with prior notice save in urgency, restoring it once the cause is remedied.
Clause 9. Customer Data
Customer Data belongs to the Customer. On termination, the Customer may export it in a standard format for 30 days; thereafter Vitum may delete it. Processing is governed by Annex E.
Clause 10. Support and availability
Support and availability levels are governed by the SLA in Annex E.
Clause 11. Acceptable use
Use of the Platform is additionally subject to the Terms of Use in Annex D.
Clause 12. Beta features, trials and pilots
Features identified as beta, pilot, trial or evaluation are provided “as is”, without warranties or SLA, may be changed or withdrawn at any time and should not be used in critical environments. Vitum is not liable for results obtained with them.
Clause 13. API and integrations
Where Vitum provides APIs or integrations (e.g. with SAP), the Customer shall use them per the documentation and reasonable usage limits, safeguarding its keys. Vitum may change the API for technical or security reasons, endeavouring to preserve compatibility.