Contract

1. MightyFields Solar Pricing

 1.1. Pricing

A Client can choose between packages and payment options:

• Packages: STARTER or PRO, and
• Payment: ANNUAL or MONTHLY.

License includes: 

• License (for MightyFields Office App, MightyFields Mobile App, MF API) 
• Unlimited number of potential field experience designs in Mighty Designer 
• Unlimited storage in the cloud 
• User support 

Kick-start (one-time payment) activities include:

• Workspace set-up
• Access to five (5) best-practice templates and workflow
• Custom process hack activities:
  • two (2) remote workshops
  • one (1) person-day (STARTER PACKAGE) or two (2) person-day (PRO PACKAGE) custom service activities:
    • reports and emails: definition and branding
    • templates and workflow customisation

1.2. Billing

Annual payment

The first Invoice for payment of yearly licences will be issued 30 days after signing the Contract (T0). All following invoices for yearly licences will be issued at each 1-year renewal (from T0) based on the number of purchased licences. In the event of a reduction in the number of licenses, the Client shall initiate this action before the renewal date.

An invoice for purchasing additional yearly licences is issued eight days after receiving the Client’s request. The price for a yearly licence will be calculated based on months (or days) until the T0 date (E.g. If the T0 is the 1st of January and the Client purchases a yearly licence for the additional user on the 1st of August, the price is €90.00 (216/12×5).

Monthly payment

The first Invoice for payment of monthly licences will be issued 30 days after signing the Contract (T0). All following invoices for monthly licences will be issued each month with renewal based on the number of ordered licences. In the event of a reduction in the number of licenses, the Client shall initiate this action before the renewal date.

2 Additional professional services

2.1 Pricing and billing

Additional services are charged on a time and materials used basis unless both Parties agree otherwise in written form.

The person-hour rate is €70 / hour

A One time cost for additional services is charged when the project is finished.

Yearly maintenance is charged at 20% of the project value for additional services for the year ahead.

3 Payment Terms

All prices exclude VAT and potential travel expenses. Potential travel expenses must be mutually agreed upon and preapproved by the Client.

The Client shall pay all issued invoices within eight days of receipt.

Potential problems arising from errors in the hardware or licensed software of the Client are subject to additional payment as per rates for additional services.

1. MightyFields Solar

MightyFields Solar is a set of Apps and Services consisting of:

MightyFields Office App

Cloud-based web application supporting office workers to:

1. Manage projects, documentation, and teams. It includes:

• Project management dashboard
• Team management module
• Field Task management module
• Office task management module (PRO)

2. Manage content of digital templates and dataflow with Mighty Field Experience Designer. It includes:

• No-code template designer (digital work orders & reports)
• Integration designer (RestAPI)
• 5 best practices templates (workorders & reports)

Technical requirements for MightyFields Office App:

MightyFields Office App is a cloud-based web application optimized for operating on a PC with Internet access and works within Edge, Chrome and Firefox web browsers.

MightyFields Mobile App

Mobile application used by field workers to communicate with office workers and collect data from sites. It includes:

1. Five (5) Best Practices Templates.
2. Branded App (PRO).

Technical requirements for MightyFields Mobile App:

To use the mobile application, the Client needs an appropriate device (smartphone or tablet) and an internet connection (3G, 4G, or Wi-Fi) at the first login and each time for synchronisation of the acquired data.

The mobile application is compatible with mobile devices which have at least the following specifications:

• Operating system: Android 10 or later; IOS 15 or later.
• Internet connection: at least a 3G network or a WIFI Internet connection.
• Device capabilities: 1 GHz quad-core or more powerful processor; RAM 2 GB or more; internal data memory of at least 4GB or more; touch screen.

»Kick-start« onboarding services

Implementation activities to adjust the MightyFields Solar app to the specific Client business needs. It includes:

1. Process-hack workshop(s): For optimal support of the Client’s specific needs and efficient enrolment service, the Provider and the Client will perform a ”Process Hack” activity, 4 hours of remote workshops (usually 2x2hrs) where the Client’s installation process is analysed and potential modifications of the process, data flow (process accelerator) and digital experience (work orders and report templates) are defined. A part of the time is also dedicated to knowledge transfer to empower Clients’ key users to use the MightyFields solution.
2. Process implementation services: One person-day (up to 8 hours) of professional services to implement the process modifications, data flow and digital experience defined in the Process-hack workshops. Usually, the implementations can be made within the time limit of 8 working hours. If more changes are needed, those will be evaluated and communicated to the Client as additional professional services.
3. Set up of Client’s production environment in the cloud.

2. Additional professional services

The Client can also order additional professional services, such as:

Integrations: To get the best experience with the MightyFields Solar solution, the Client can integrate it with their CRM, ERP, etc. systems. This can also be done by the MightyFields team. Otherwise, the Client can do it themselves within the Mighty Designer (module within MightyFields Office App).

Preparation of additional templates: When the Client wants to add a work order or report template, this can also be done by the MightyFields team. Otherwise, the Client can do it themselves within the Mighty Designer (module within MightyFields Office App).

The MightyFields solar solution is designed to enable Clients to design additional templates / integration by themselves. Nevertheless, the Provider is always there to support the Client’s needs by providing professional services or to provide knowledge transfer via workshops.

1. General and Order of precedence

1. These terms and conditions apply to all business engagements between the Client and the Provider and are applicable as of the Effective Date.
2. A current copy of the General Terms and Conditions (“General Terms”) is publicly available on the Provider’s web page: https://mightyfields.com/contract/general-terms-and-conditions/.

2. Definitions

1. The Provider is the company MIGHTYFIELDS d.o.o., with a registered office at Litostrojska cesta 58c, 1000 Ljubljana, Slovenia, VAT number SI10873589.
2. The Client is a legal entity that has acquired the right to use the MightyFields IT Solution by Contract signature and payment of all applicable fees.
3. The Contract Administrator is the designated representative of the Parties and the primary point of contact for communication and coordination between the Client and the Provider regarding the Contract, General Terms.
4. Terms means the terms as set out in the Contract General Terms (Part A), in the “IT Solution description (Part B) and in the Price List and Payment Terms (Part C).
5. A User is a designated person of the Client authorized to use the IT Solution.
6. The workstation or device (tablet, smartphone, etc…) with similar functionality is owned by the Client or is used by the Client on another legal basis and can only be used by one single User who must have a username.
7. The data are records on the device memory media or in the database on the Provider’s central portal.
8. An error message is the transmission of an error to the Provider’s Support Service.
9. The right to support means the assistance of the Provider to the Client related to the use or operation of the IT Solution.
10. A cloud is infrastructure that is located at the third-party cloud service provider hosted by MightyFields Office App, a program application interface, and a database (public cloud). The infrastructure is under the control of the cloud service provider, and the configuration and maintenance of program blocks (application and program application interface) are managed by the Provider.
11. The entity is a virtual infrastructure in the cloud to which only the Client has access with its unique recognition elements.
12. Equipment is defined in Part B.
13. Fees means the fees to be paid by the Client to the Provider as agreed in Part C.
14. IT Solution means the software and technical components as described in Part B.
15. Maintenance and Support of the IT Solution means those support services to be provided by the Provider to the Client pursuant to Clause 10. Maintenance and Support.
16. Confidential Information means any and all data and information, in written, oral or other form and whether or not marked as confidential, relating to the business or management of either of the Parties of the Contract and disclosed or imparted by one of the party (“Discloser”) to the other party (“Recipient”), including without limitation, documents, reports, financial or other data, marketing plans, technology, accounting records, software, trade secrets, of the Discloser.
17. Personal data means any information relating to an identified or identifiable person.

3. Modification to the Terms

1. The Provider reserves the right, at their sole discretion, to change, modify, add, or remove any portions of the Terms from time to time. Notification of such modifications shall be posted on the Provider’s web page and by sending written notice to the Client’s Administrator. The Client’s continued use of the Services constitutes its acceptance of these Terms and any modifications as they arise.

4. Scope of Services

1. The Provider shall grant the Client a non-exclusive, non-transferable license during the Term to use the IT Solution for their own internal business purposes in accordance with the terms and conditions set forth in the Contract, the General Terms (Part A), in the IT Solution description (Part B), and in the Price List and Payment Terms (Part C).
2. The Provider shall provide relevant technical support and assistance during the implementation phase of the IT Solution, and provide Maintenance and Support of the IT Solution, as defined in the General Terms.
3. The Provider shall at the Client`s request provide additional services (such as data integration, data migration, training etc.) as per rates listed/price list in Part C. Additional services shall be ordered and executed through the order form or purchase order of the Client.

5. Right to use the IT Solution by the Client / usage rules

1. The Client may install, use or enable access to the IT Solution in the agreed functionality simultaneously for one of its Users in up to two devices at the most.
2. Unless specifically set out in the Contract or in these General Terms, the Client shall not have the right without the prior written consent of the Provider to:
   a. allow third parties to use the Solution in whole or in part, either through sale, rental, lending or otherwise,
   b. use the IT Solution in any other manner than as agreed in the Contract.
3. The Client shall not be allowed in any way to entirely or partially modify, design, disassemble or re-assemble the Solution or any part thereof, or translate the machine-readable form of the IT Solution into a human-readable form.

6. Intellectual Property Rights

1. Intellectual property rights are all copyrights, related rights, other rights, including sui generis, the right of the database producer as governed by the Copyright and Related Rights Act, as well as all other intellectual property rights, in particular industrial property rights as governed by the Industrial Property Act, along with other rights similar to intellectual property rights that are subject to a license between the Provider and the Client.
2. The Provider guarantees to the Client that the Provider is the holder of all intellectual property rights referring to the IT Solution.
3. By virtue of the conclusion of the Contract, no intellectual property rights shall be transferred to the Client, but the Client shall acquire only a non-exclusive, non-transferable and limited right to use the IT Solution under the conditions defined in the Contract or by the Copyright and Related Rights Act.
4. The Client acknowledges and agrees that they do not possess any rights or interests in the IT Solution or the Documentation, including any modifications, enhancements, updates, or new releases thereof, or any other intellectual property rights associated with the Solution or the Documentation, except for the Client Data. The Provider expressly reserves all rights that are not explicitly granted to the Client under the Service Agreement.
5. The IT Solution shall be licensed as a single product, and its components or any part of it may not be separated.
6. In the event of a third party making a claim against the Client in which it asserts that it holds any intellectual property rights in the IT Solution, the Provider shall undertake to defend the Client against such a claim. The obligation of the Provider referred to in this point shall apply if the Client has informed the Provider of the third-party claim even before the Client has complied with the third-party claim in any way. The obligation of the Provider referred to in this point, subject to legal restrictions, shall expire after 1 year from the date on which the client has been informed of the third-party claim.
7. All ideas, know-how and experience, techniques and tools and software and documentation produced by the Provider in the context of the services implementation, including but not limited to any modifications in the information solution extensions, shall remain the property of the Provider.

7. Client Data

1. All the data that the Client creates when using the IT Solution shall be the property of the Client.
2. After termination of the Contract for any reason, the Client shall have the right for 30 days to access the synchronized data exclusively for the purpose of exporting their The data shall be allowed to be exported by the Client in a form or format (data in .xls format) that includes solely the data and does not include the program logic of the data. After the expiry of the 30-day period, the data shall no longer be available to the Client and shall be permanently deleted from the Provider’s system at all locations and all backups.

8. Personal Data and Cloud deployment

1. The Provider processes personal data in accordance with its privacy policy, available at: https://mightyfields.com/privacy-policy.
2. In case the IT Solution is deployed in a cloud, the Client acknowledges the fact that:
   a. The Provider will have access to personal data of the Client and personal data shall be processed as per the Client`s instructions and is governed by a separate Data Processing Agreement which shall be concluded strictly at the Client`s initiative as data controller and is the sole responsibility of the Client,
   b. The cloud provider will be an independent third party – Google, under its own terms and conditions and shall not be governed by the Contract and/or General Terms. Google Cloud Platform Terms of Service are applicable for both Parties and a current copy of them can be found in the link: https://cloud.google.com/terms.

9. Confidentiality

1. Each party shall hold in confidence all Confidential Information obtained from the other party during their business relationship.
2. Neither party shall disclose to any third party without the express prior written permission of the other party any Confidential Information obtained from the Discloser.
3. The provisions of Clause 9 shall not apply to any information which:
   – is or becomes public knowledge other than by breach of this Clause,
   – is in the possession of the Recipient without restriction in relation to disclosure before the date of receipt from the Discloser,
   – is received by the Recipient from a third party who lawfully acquired or developed it and who is under no obligation restricting its disclosure; or
   – must be disclosed by the Recipient in the discharge of its obligations to supply information for parliamentary, governmental, or judicial purposes.

10. Maintenance and Support

1. The Provider carries out support services in the following ways:
   a. remotely by telephone: +386 1 43 80 140 (between 8 am and 4 pm – CET time),
   b. remotely by e-mail to the e-mail address: support@mightyfields.com.
2. The Client shall notify the Provider of any errors, interruptions, failure of the IT Solution operation, problems of installation or operation of communications by e-mail to the above e-mail address.
3. The Provider will begin to resolve the error reported by the user of the Solution on the next working day or within 24 hours of receiving an error message at the latest.
4. If the failure to provide a service is due to DoS (Denial of Service) or any other blocking of data communications or services provided by third parties, who carry them out for the Provider or for other reasons beyond the control of Provider, the Provider assumes no responsibility for any failure of the service.
5. The Provider assumes no responsibility for the availability of the Client’s connection to the Internet and the availability of the user’s mobile devices’ connectivity to the Internet or to the local network of the Client, or to publicly available data services if the Client is using them in its mobile forms.
6. For technological reasons, the Provider shall only provide support for the latest version of the (updated) IT Solution.
7. For the purpose of using and monitoring of the IT Solution, the Provider shall collect statistical data on the use of the IT Solution (transaction time, quantity of downloaded data, number of transactions etc…) to which only the Provider can access.

11. Term and Termination / Consequences of termination

1. The Contract and these General Terms may be terminated in the following situations:
   a. By the Client at any time by means agreed in the Contract. Fees paid are not refundable or transferrable.
   b. By the Provider at any stage and for any reason, provided that the Provider provides a pro rata refund of any unused Fees for the remainder of the Contract.
   c. Either party shall be entitled to terminate the Contract immediately by giving written notice to the other party if that other party is subject to a winding up order or enters into liquidation whether compulsorily or voluntarily (other than for the purposes of amalgamation or reconstruction without insolvency), or makes an arrangement with their creditors.
2. The Contract and these General Terms may be terminated by default in the following situations:
   a. Either party shall be entitled to terminate the Contract immediately if the other party commits any material breach of the Contract and General Terms, and fails to remedy that breach within 30 days of written notice of that breach (the 30-day period only applies where a breach is capable of remedy – if it is incapable of remedy, the Contract may be terminated by written notice immediately).
   b. By the Provider with immediate effect if: (i) the Client’s use of the Services is suspected, at the Provider’s sole discretion, of illegal activity, (ii) requests made by law enforcement, judicial order or other government agencies for such termination, or (iii) if the Client’s use of the Services endangers the property of others or the IT Solution.
3. The termination of the Contract shall not restrict the Provider or the Client from using any other legal remedies available to them, nor does the Client’s termination relieve them from the duty of paying any outstanding obligations incurred prior to such a termination.
4. Upon termination of the Contract, the Client must:
   a. immediately cease to use and prevent the further usage of the IT Solution,
   b. pay any amounts owed to the Provider under the Contract,
   c. discharge any liability incurred by the Client under the Contract or General Terms and Conditions prior to the termination.
5. Except as otherwise specified in the Contract and/or these General Terms, in no event shall the Client receive a refund of any Fees prepaid hereunder.

12. Notices

1. Except as otherwise specified in the Contract or Terms, all notices related to the Contract or Terms shall be made in writing via email. Notices of termination or of an indemnifiable claim shall clearly be identifiable as “Legal Notices”. Legal Notices shall be addressed for the attention of the Contract Administrators. Billing related notices to the Client shall be addressed to the relevant billing contact designated by the All other notices to the Client shall be addressed to the relevant Client system administrator designated by the Client.

13. Disputes

1. The Parties shall attempt to resolve any dispute arising out of or relating to the Contract or General Terms (including any dispute relating to any non-contractual obligations arising out of or in connection with it) (the “Dispute”) through discussions between senior representatives (CEO level).
2. Where the Dispute is not resolved within fifteen (15) days of the start of discussions in accordance with Clause 11.1 above, either party may refer the dispute to the Court.
3. The Parties agree on the applicability of the laws of Slovenia as governing laws, used for the interpretation and execution of rights, duties and obligations of the Parties arising from or in any way relating to the subject of the Contract and/or General Terms. Any and all rights, duties and obligations fall under the jurisdiction of the competent court in Ljubljana, Slovenia.

• Part A: “General Terms and Conditions”
• Part B: “IT Solution Description”
• Part C: “Price List and Payment Terms”