These General Terms and Conditions (these “GTC”) are by and between the BRAVO entity as specified on the website sign up Form (“BRAVO”) and the Company as specified on the website sign up Form (“Company”).

BRAVO develops and operates employee peer to peer rewards and OKR management system. By implementing this system, the Company can enable employees to provide each other feedback and rewards as well as manage their objectives and key results (collectively, the ”BRAVO Objectives, Key Results and Rewards”).
By signing up on the website, the Company agrees to these GTC. The following sections regulate the terms under which the BRAVO Objectives, Key Results, and Rewards are made available to the Company.
1. Definitions
1.1. “Rewards” are the company-specific rewards that employees can purchase once they reach certain points.
1.2. “User account” is a login protected customer area where the Employees can give each other rewards, comment, appreciate and purchase rewards.
1.3. “BRAVO Objectives, Key Results, and Rewards” is BRAVO’s proprietary technology, software, tools, files, know-how, and processes.
1.4. “Order Form” means a transactional contract (web-based or offline) that is entered into pursuant to these GTC by and between BRAVO and the Company.

1.5. “End User” is one who gives rewards to the peers and can purchase rewards..

2. Contract Commencement
2.1. The GTC only applies to legal entities, commercially active persons with unlimited capacity to enter into legal transactions, self-employed persons or companies or any artificial person.
2.2. The Company applies to use the BRAVO Objectives, Key Results, and Rewards by submitting the Order Form. By signing the provided Order Form, the Company declares that the activity in question is of commercial or independent professional character. The data requested during the application (mandatory fields) must be provided truthfully. The application may be submitted by mail to the European Headquarters “ BRAVO, ℅ Coeus Solutions GmbH, Markgrafenstr. 11, 10969 Berlin, Germany”, via email to “order@okr.team”. By agreeing with the GTC and by submitting a duly signed form by mail or email, a legally binding contract is formed between the Company and BRAVO. The date of the Company’s signature determines the contract commencement.

3. Services Rendered by BRAVO
3.1. BRAVO distinguishes between different standard service packages with different service levels that are made available to the Company by BRAVO during the term of the GTC.
3.2. BRAVO reserves the right to change, amend or discontinue the scope of the standard service packages. In case of such change, the scope of service remains valid as agreed at the time.
4. Access, License, Ownership Rights
4.1. Access Rights. After contract commencement and during the term specified in the Order Form, BRAVO grants the Company access to the Employee Login. The BRAVO Objectives, Key Results, and Rewards enable the Company’s End Users Ratings & Reviews to be collected, managed and displayed. These access rights cease with the effective date of an ordinary or extraordinary termination of the contract by BRAVO.
4.2. Company’s License. Subject to the provisions of the GTC and for the term as defined in the Order Form, the Company grants BRAVO a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free worldwide license to use, copy, publicly display, create derivative work or modify the Company’s name and logo solely for the purpose of providing the services under the GTC and for reference purposes.
4.3. BRAVO’s License: Subject to the provisions of the GTC and for the term as defined in the Order Form, BRAVO grants to the Company a limited, non-exclusive, non-transferable, non-sublicensable license to use BRAVO’s Widget and Seal in accordance with the GTC, which are awarded in accordance with the Widget and Seal Award Criteria. The Widget, as well as the Seal, is part of the BRAVO Objectives, Key Results, and Rewards. In case of an extraordinary termination of the contract by BRAVO, the BRAVO license ceases with the effective date of this termination.
4.4. Ownership Rights. BRAVO shall own and retain all rights, titles, and interests in the BRAVO Objectives, Key Results, and Rewards. Except for the license granted by BRAVO to the Company according to section 4.3, nothing in these GTC shall be construed in a way to transfer to the Company any rights, titles or interests in or to BRAVO’s property. In addition, BRAVO has the exclusive right to use the Ratings & Reviews and is entitled to publish the Ratings & Reviews in search machines and social media.

The Company is granted revocable permission by BRAVO to make use of the BRAVO Seal, Ratings & Reviews collected during the course of the contract for advertising purposes under the following conditions:

• Rating display must conform to the current rating status of the business or corporate division as stored in the BRAVO Objectives, Key Results, and Rewards with the appropriate date and designation of the business or corporate division clearly indicated.

• The wording of feedback and rewards must not be changed and the Company has to refrain from any acts to use reviews in a way that could create a false impression about its current rating status and/or could mislead consumers to a wrong action.
 
5. Duties of the Company
5.1. If the contact and business data provided by the Company during the application changes, the Company is obliged to immediately notify BRAVO about these changes in writing.
5.2. The Company shall abstain from any activities aimed at rendering the BRAVO Objectives, Key Results, and Rewards unusable, manipulating it or hampering its use.
5.3. The Company must report any operational failures of the BRAVO Objectives, Key Results, and Rewards immediately to BRAVO. Should the operational failure of the BRAVO Objectives, Key Results, and Rewards be within the Company’s realm of responsibility and require a re-implementation of the BRAVO Objectives, Key Results, and Rewards, a re-implementation fee according to the schedule of charges will be charged.
5.5. 4he Company is obligated to protect the BRAVO access data (username, an account password, and interface password) against unauthorized use by third parties and to maintain the confidentiality of such data. The Company must immediately notify BRAVO in writing if it has just cause for suspecting an instance of misuse.
5.6. The Company is responsible for ensuring compliance with applicable data protection laws. In addition, the Company alone is responsible
i. for the manner in which End Users are approached and informed about the possibility of leaving Ratings & Reviews; ii. to assess the legal permissibility of the advertisement (including its manner) of the products and/or services of the Company, in particular under competition and advertisement laws; and iii. to assess the requirements under competition, data protection and other relevant laws and for obtaining the required consent from the End User.
BRAVO ACCEPTS NO LIABILITY FOR DAMAGES RESULTING OUT OF A VIOLATION OF THE DUTIES DESCRIBED ABOVE.
5.7. In principle, BRAVO does not delete or change Ratings & Reviews by an End User
i. unless the review text violates the Review Guidelines in which case the relevant text will be censored and the star rating remains visible ii. BRAVO is compelled to delete or amend Ratings & Reviews as a result of a court order or the order of a competent authority, iii. to address misuse of the BRAVO Objectives, Key Results, and Rewards, or iv. under circumstances that reasonably require BRAVO to intervene in its Objectives, Key Results, and Rewards.
If fraudulent use is determined, BRAVO is entitled to immediately delete the Ratings & Reviews concerned.

6. Consequences of Improper Use
6.1. If BRAVO reasonably believes that the Company has violated the duties described in sections 4 and 5, BRAVO is entitled to immediately block access, either partially or completely, to the BRAVO Objectives, Key Results, and Rewards, to technically prevent the display of the Certificate Page on the Company’s web pages and to terminate the contract without notice as set out in section 8.2. This will not affect the right of BRAVO to claim damages or any other rights it might have at the time of contract commencement.
6.2. The Company is liable for any direct damages done to BRAVO and her affiliates that are attributable to any violations described in sections 4 and 5 as well as any other improper use of the BRAVO Objectives, Key Results, and Rewards.
 
7. Confidentiality
7.1. Each party shall keep Confidential Information strictly confidential and shall not, without the disclosing party’s prior written consent, disclose the other party’s Confidential Information except as set forth herein. “Confidential Information” means.
i. all software, technology, know-how, and documentation relating to making available or using the BRAVO Objectives, Key Results, and Rewards OR
ii. any other information made available by the disclosing party to the receiving party that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. Confidential Information does not include information i. already known by the receiving party prior to making available or using the BRAVO Objectives, Key Results, and Rewards; ii. that becomes public through no fault of the receiving party; iii. that was independently developed by the receiving party; iv. that was lawfully given to the receiving party by a third party; or v. that is required by law to be disclosed by the receiving party, provided that the receiving party shall give the disclosing party written notice of such requirement prior to disclosing, so that the disclosing party may seek a protective order or other appropriate relief.
7.2. Each party agrees that it will take reasonable precautions to protect the confidentiality of such Confidential Information; such precautions must be at least as restrictive as the precautions it takes to protect its own Confidential Information. Each party agrees to disclose Confidential Information only to employees who need to have knowledge of the Confidential Information and who have executed a written non-disclosure agreement in content similar to the provision hereof, prior to any disclosure of the Confidential Information.
7.3. Personal data that is transmitted to BRAVO will be exclusively used per the executed contractual relationship and related purposes such as fraud prevention, storage, encryption, and data usage. This data will not be shared with unaffiliated third parties. BRAVO represents and warrants that its collection, access, use, storage, disposal and disclosure of Personal Information does and will comply with all applicable privacy laws in accordance with the European Data Protection Directive 95/46/EC & Directive 2002/58/EC.

8. Contract Term and Termination
8.1. The contract is concluded once the Company has signed and sent the Order Form to BRAVO and thereby agrees to the GTC. The date of the signature on the Order Form by the Company determines the contractual commencement. The contract term and the obligation to pay starts with the completion of the technical implementation (allowing the Company’s End Users to leave Ratings & Reviews), or, at the latest, four weeks after contract commencement for services as ordered by the Company. The Company is obliged to allow BRAVO a quick and efficient implementation of the services ordered and is obliged to name a contact person, dates and submit other information required for the technical implementation. If the implementation is not possible within four weeks after contract commencement, through no fault of BRAVO, then the obligation to pay shall begin four weeks after the contractual commencement. If the Company wishes to start the implementation period at a date different from contract commencement, this must be made clear in writing in the Order Form. In this case, the obligation to pay shall begin with the completion of the technical implementation (allowing the Company’s End Users to leave Ratings & Reviews) and at the latest four weeks after the specified start date of the implementation period.
8.2. The minimum contract term for paid BRAVO services is 12 months. The contract may be terminated by providing notice at least 30 days before the end of the contract term. If the contract is not terminated within this period, the contract term will be automatically extended on each occasion by 12 months. Notices of termination must be sent by mail to the European Headquarter “BRAVO Limited, Markgrafenstr. 11, 10969 Berlin, Germany” or via email to “cancellation@bravo.co.uk”. The right to extraordinary terminate the contract without notice for cause remains unaffected. In particular, but not limited to, cause for extraordinary termination by BRAVO exists if the Company violates its duties as specified in sections 4 and 5 or is in arrears with payment of at least two monthly fee installments. In case of an extraordinary termination by BRAVO, any outstanding invoicing amount up until the end of the contract period will immediately be due in the full amount.

9. Prices, Billing and Payment Conditions
9.1. With the beginning of the billable contract year, the Company will pay the usage fees according to the written agreed scope of the ordered BRAVO service according to the agreement made between the Company and BRAVO. The Payment of the fees is to be settled on or by the agreed deadline mentioned on the invoice. All software modifications, re-implementations or any adjustment of the Company’s implementation of the BRAVO services, that are not the fault of BRAVO, must be paid for by the Company in line with a schedule of charges. When the agreed transaction volume has been exceeded, the company shall pay a volume-based fee according to the written agreed scope of the ordered BRAVO service according to the agreement made between the Company and BRAVO, which will be billed in the following month with a separate invoice. This also applies to companies that have agreed to an annual advance payment. The amount of the monthly usage fee and of the transaction volume fee will depend only on the agreed monthly order fees that were previously written in the agreed scope of the ordered BRAVO service according to the agreement made between the Company and BRAVO.
9.2. Upon contract commencement, the Company irrevocably authorizes BRAVO to collect the payments due from the bank account indicated by means of a direct debit order unless otherwise agreed (e.g. credit card). If BRAVO cannot collect the amount due as a result of insufficient funds, BRAVO is entitled to charge a fee in line with the schedule of charges to cover processing and bank charges. In case of delays in payment, BRAVO is also entitled to charge fees in line with the schedule of charges.
9.3. To reduce its credit risk, BRAVO retains the right to reduce the choice of payment options.
9.4. The set-up fee invoice shall be settled upon receipt according to the payment terms described on the invoice. The same applies to the monthly usage fee unless agreed otherwise in writing. Only the time when payment is received is of importance. In case of an agreed annual payment, as described in section 9.1., the annual invoice shall be settled upon receipt according to the payment terms described on the invoice. The same applies to the volume-based fee as well as any claimed fees during the contract as described in section 9.1.
9.5. BRAVO expressly reserves the right, for reason of non-payment by the Company, to terminate the rating profile of the Company and to discontinue services.
9.6. In case the Company grants BRAVO a SEPA mandate for payment in EUR, payment will occur by direct debit from the bank account of the Company. The debiting of the purchase price of the Company’s account occurs one business day after the order is completed by BRAVO’s payment provider Novalnet AG, Gutenberg Strasse 2, 85737 Ismaning, under the creditor-ID: DE53ZZZ00000004253. The deadline for the preliminary announcement (pre-notification) is shortened to 1 day. The Company covenants to provide for the funds in the account. Costs incurred due to non-payment or reversal of the debt will be charged to the Company as long as the non-payment or the reversal was not caused by BRAVO…

10. Warranty, Liability, and Indemnification
10.1. Warranty. BRAVO warrants that the BRAVO Objectives, Key Results and Rewards and/or related products and services are the intellectual property of BRAVO and do not violate the rights of any third party.
10.2. WARRANTY DISCLAIMER. EXCEPT FOR THE WARRANTIES EXPRESSLY GIVEN BY BRAVO IN THE GTC, BRAVO MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND APPLICABILITY FOR A PARTICULAR USE. The BRAVO OBJECTIVES, KEY RESULTS AND REWARDS SYSTEM IS PROVIDED BY BRAVO “AS IS”. BRAVO DOES NOT WARRANT THAT THE BRAVO OBJECTIVES, RESULTS, AND REWARDS SYSTEM WILL BE AVAILABLE AND ACCESSIBLE AT ALL TIMES AND FREE FROM ERRORS. DELAYS OR INTERRUPTIONS IN ACCESS OR TRANSMISSION MAY OCCUR AS A RESULT OF TECHNICAL CIRCUMSTANCES OVER WHICH BRAVO HAS NO CONTROL.
10.3. Liability. BRAVO is liable for any damages caused by it or its employees intentionally or through gross negligence.
10.4. EXCLUSION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, NON-FORESEEABLE, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST DATA OR LOST PROFITS ARISING FROM THE PERFORMANCE OF THE GTC. ANY TECHNICAL INFORMATION PROVIDED BY BRAVO OR CONSULTANCY SERVICES RENDERED WHICH ARE NOT INCLUDED WITHIN THE CONTRACTUALLY AGREED SCOPE OF SERVICES OF BRAVO ARE PROVIDED FREE OF CHARGE AND TO THE EXCLUSION OF ANY LIABILITY. BRAVO CANNOT BE MADE RESPONSIBLE FOR ANY FALL IN OR STAGNATION OF SALES FOLLOWING IMPLEMENTATION OR FOR NEGATIVE RATINGS & REVIEWS. SOFTWARE ERRORS, ANY SERVER BREAKDOWNS, AND THEIR CONSEQUENCES CAUSED BY THE INSTALLATION OF THE BRAVO OBJECTIVES, KEY RESULTS, AND REWARDS OR OTHER COMPARABLE CONSEQUENCES ARE ALSO EXCLUDED FROM LIABILITY. BRAVO IS NOT LIABLE FOR SERVICES OR PRODUCT FUNCTIONALITIES OF THIRD PARTIES.
10.5. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN NO EVENT SHALL BRAVO’S TOTAL, CUMULATIVE LIABILITY (INCLUDING INDEMNIFICATION COSTS, IF ANY) EXCEED THE TOTAL AMOUNT PAYABLE OR PAID BY THE COMPANY (IN THE AGGREGATE) FOR THE PERFORMANCE OF THE SERVICES COVERED BY THESE GTC.
10.6. Indemnification by the Company. The Company shall indemnify, defend and hold harmless BRAVO from and against any and all damages, liabilities, costs, and expenses (including reasonable attorney fees) related to any action, suit, claim or proceeding made, brought or threatened by a third party against BRAVO arising out of or in connection with any breach of the Company’s obligations under the GTC.
10.7. Indemnification by BRAVO. BRAVO shall indemnify, defend and hold harmless the Company from and against any and all damages, liabilities, costs, and expenses (including reasonable attorney fees) related to any action, suit, claim or proceeding made, brought or threatened by a third party against the Company arising out of or in connection with an actual or alleged breach of BRAVO’s representations and warranties in this section 10.
10.8. The indemnification obligations of this section 10 are contingent on the indemnified party.
i. giving prompt written notice of any such claim to the indemnifying party, ii. providing reasonable cooperation in the defense and all related settlement negotiations to the indemnifying party, and iii. agreeing that the indemnifying party shall have sole control over the litigation or settlement of such claim.
11. Concluding Provisions
11.1. The place of jurisdiction for any disputes ensuing from the business relationship between BRAVO and the Company in London, United Kingdom.
11.2. These GTC are governed by the Laws of the United Kingdom, without regard to the conflicts/choice of law provisions of any jurisdiction.
11.3. Each provision of these GTC is severable from all other provisions, and if one or more of the provisions of these GTC is or shall become invalid, the remaining provisions shall remain in full force and effect. If one clause is or shall become invalid, it must be replaced with a valid provision that comes closest to the invalid provision’s meaning and intention.
11.4. Any declarations and terminations regarding the contract are only valid if they are received in writing.
11.5. BRAVO shall inform the Company in writing about any changes in these GTC. These changes are deemed to be confirmed by the Company unless the Company disagrees in writing. BRAVO shall explicitly inform the Company about this right to disagree. To effectively disagree, the Company has to inform BRAVO in writing within two weeks.