General Terms & Conditions

This Agreement sets out the general terms and conditions that apply to the Customer’s and its Users’ use of the System.

This Agreement also applies to any third parties that the Customer involves and authorises as Users under the Subscription, including advisors, specialists, and service providers, who act for or on behalf of the Customer and are granted access to the System by the Customer.

By accessing or using the System, the Customer accepts these Terms and ensures that all Users comply with them.

RealBee may inform the Customer by e-mail about updates to the System, including new features and functionalities.

RealBee’s cloud-based SaaS solution is a browser-based commercialisation intelligence platform for innovation, business development, use case generation, market analysis and patent search (the “System”). The System includes all associated features, functionalities, modules, interfaces, and services made available by RealBee from time to time.

The System includes, without limitation:

• use case generation and exploration;
• automated market analysis;
• patent search functionality; and
• user management and role-based access control.

Certain features may be offered in beta and may change or be removed without notice.

The System includes, without limitation, the functionalities described above. The System is provided as a standardised SaaS solution, and no specific features or functionalities are guaranteed unless expressly set out in Appendix 1. RealBee may from time to time develop and make available updates, modifications, improvements, or additional features, but is under no obligation to develop or provide any specific features or functionalities. Certain features or modules may be subject to additional fees.

The System is accessible via web browser or other interfaces made available by RealBee and is not available for download or local installation.

The System is a SaaS business-to-business service, notwithstanding that the Customer and/or the Users can access certain functions and information in the System as individuals. However, where the Customer enters into the Agreement as a consumer, Clause 4 shall apply.

To the extent that the Customer enters into the Agreement as a consumer, this Agreement shall apply subject to any mandatory consumer protection rules under applicable law. In case of conflict between this Agreement and such mandatory rules, the mandatory rules shall prevail.

Where the Customer is a consumer, the System shall be deemed a digital service and/or digital content not supplied on a tangible medium. The Customer has a statutory right of withdrawal for fourteen (14) days from the conclusion of the Agreement, unless the right of withdrawal is lost or limited in accordance with mandatory consumer law.

If the Customer requests access to the System before expiry of the withdrawal period, RealBee may provide access immediately, provided that the Customer has expressly requested such early access and, where required, acknowledged that the right of withdrawal may be lost or limited once access to the System has begun or the service has been fully performed. RealBee shall provide the Customer with confirmation of the Agreement and, where required, confirmation of the Customer’s request, consent and acknowledgement on a durable medium.

If the Customer validly exercises the right of withdrawal after access to the System has begun, the Customer shall only be required to pay for the part of the Subscription already supplied to the extent permitted under mandatory consumer law.

Where the Customer is a consumer, all prices shall be stated inclusive of VAT and any mandatory charges. Any price changes, automatic renewals, changes to these Terms, limitations of liability, termination provisions, refund restrictions and dispute resolution provisions shall apply only to the extent permitted under mandatory consumer law.

Nothing in this Agreement shall limit any rights or remedies available to a Customer acting as a consumer under mandatory consumer law, including statutory rights and remedies in respect of defects in digital content or digital services.

Clause 20.2 on arbitration shall not apply where the Customer is a consumer to the extent prohibited by mandatory consumer law. Consumer disputes shall instead be handled in accordance with applicable mandatory consumer dispute resolution and jurisdiction rules.

Subject to payment of the Subscription, the Customer obtains a non-exclusive, non-transferable right to access and use the System. The Customer does not acquire ownership of the System or any copy or part thereof.

Access to the System is restricted to authorised Users within the number of Users specified in Appendix 1. Each User must have individual login credentials, and user accounts may not be shared. The Customer shall ensure that all Users comply with this Agreement and remains fully responsible for all access to and use of the System by its Users.

A User account may be reassigned to another party within the Customer, who will then become a User.

Each User must be eighteen (18) years old when the User is assigned.

RealBee may offer certain optional modules that the Customer can add to its Subscription for an additional fee, agreed in Appendix 1. When such additional modules are selected, this Agreement shall apply, and the term System shall be understood to include the selected modules.

The Customer and/or the Users shall not (directly or indirectly):

• copy or reproduce the System except as permitted under this Agreement;
• exceed the number of licensed administrators or other usage limits specified in Appendix 1;
• remove or destroy any copyright, trademark, or other proprietary marking placed on or contained in the System;
• assign, sell, resell, sublicense, rent, lease, time-share, distribute or otherwise transfer the rights granted to the Customer under this Agreement to any third party except as expressly set forth herein;
• modify, reverse engineer or disassemble the System;
• except to the limited extent applicable laws specifically prohibit such restriction, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the System, attempt to recreate the System or use the System for any competitive or benchmark purposes;
• create, translate or otherwise prepare derivative works based on the System;
• interfere with or disrupt the integrity or performance of the System; or
• attempt to gain unauthorized access to the System or its related systems or networks or perform unauthorized penetration testing on the System.

The Customer is responsible for the security of its Users’ logins.

If the Customer notices or suspects any misuse, RealBee must be informed immediately in writing.

The Customer shall not use the System in a manner that:

• is unlawful or in breach of applicable regulations;
• may damage RealBee’s systems, reputation, or other customers; or
• places an unreasonable or disproportionate load on the System.

RealBee reserves the right to suspend access to the System, (in whole or in part), including for individual Users, immediately in case of suspected misuse or activities that may negatively affect the System or other customers of RealBee.

RealBee may apply and enforce reasonable fair-use limits on data volume, usage patterns, API calls, processing volume or similar technical usage parameters in order to protect the stability, security and performance of the System.

The Customer is responsible for providing and maintaining accurate and complete information necessary for the use of the System.

The Customer is responsible for ensuring that:

• only authorized Users have access to the System;
• Users have been trained in the use of the System;
• login credentials are not shared or disclosed;
• its use of the System does not infringe the rights of any third party (including intellectual property rights) or violate applicable law; and
• the System is used in accordance with this Agreement.

The Customer is solely responsible for all data uploaded to the System, including data, content and materials and the accuracy, completeness, and legality of such data.

The Customer shall be responsible for all acts and omissions of its Users and any other persons who access the System through the Customer’s Subscription, as if they were the Customer’s own acts and omissions.

The subscription fee and pricing are set out in Appendix 1. All prices are exclusive of VAT, unless otherwise expressly stated or required by mandatory law.

The Subscription is billed in advance in accordance with the subscription model set out in Appendix 1.

RealBee may adjust the subscription fee and any other prices, including to reflect changes in costs, market conditions, product development, changes to the System, third-party supplier costs, taxes, duties, inflation, indexation or changes to RealBee’s general pricing model.

Any price adjustment will be notified to the Customer by e-mail with at least two (2) months’ written notice and shall take effect from the beginning of the next subscription period or renewal period following expiry of such notice period, unless otherwise agreed in writing.

Without limiting Clause 8.3, RealBee may once per calendar year adjust the subscription fee and any other recurring fees to reflect the development in the Danish net price index published by Statistics Denmark, calculated from the index applicable at the Start Date or the latest previous index adjustment, as applicable. RealBee shall not be required to reduce the fees if the net price index decreases.

If the Customer does not agree with a price adjustment, the Customer may choose to terminate the Subscription with effect from the end of the then-current subscription period, provided that written notice is given before the adjusted price takes effect. The Customer may not, in this connection, raise claims for damages or other compensation against RealBee.

The Subscription must be paid on or before the Invoice Due Date set out in Appendix 1. Invoices and notices are deemed delivered when sent to the Customer’s registered e-mail address provided to RealBee.

If the Subscription is not paid on or before the Invoice Due Date, RealBee may send payment reminders and charge reminder fees in accordance with applicable law. In the event of late payment, interest shall accrue from the Invoice Due Date in accordance with the Danish Interest Act (Renteloven).

If the Customer fails to make payment after one (1) reminder, RealBee may suspend access to the System with ten (10) days' prior written notice. Access to the System will be reopened upon receipt of payment.

All fees are non-refundable and non-cancellable, and no refunds or credits shall be provided for partial use, non-use, or early termination of the Subscription, except where required by mandatory law.

RealBee will not suspend access to the System if the Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

The Subscription shall commence on the Start Date and continue in accordance with the subscription model set out in Appendix 1.

The Subscription may be terminated with thirty (30) days’ written notice prior to the expiry of the then-current subscription period.

Unless terminated in accordance with these Terms, the Subscription shall automatically renew for successive periods corresponding to the then-current subscription period, subject to any changes made in accordance with this Agreement.

RealBee may terminate or suspend the Subscription with immediate effect if:

• the Customer is in material breach of this Agreement; or
• the Customer becomes subject to bankruptcy, insolvency, or similar proceedings.

Termination of the Subscription does not relieve the Customer of any payment obligations accrued prior to termination.

RealBee does not claim ownership of any data, content, information, materials or other input submitted to the System by or on behalf of the Customer or any User (“Customer and User Data”). As between the Customer, its Users and any third parties, the ownership and right to use Customer and User Data shall be determined by their separate arrangements and applicable law. RealBee shall not be responsible for determining or verifying such ownership or usage rights.

Subject to the Customer’s compliance with this Agreement, the Customer and its Users may use, copy, download, export, disclose, share and otherwise exploit Output for their own business, commercial, research, educational, investment, innovation, reporting or other purposes, including by sharing such Output with third parties. This right does not transfer to the Customer or any User any rights in the System, RealBee’s software, underlying models, methods, know-how, technology, templates, prompts, workflows or other intellectual property rights of RealBee or its licensors.

The Customer is responsible for ensuring that the Customer and its Users have the necessary rights, permissions and legal basis to submit, access, use and process Customer and User Data in connection with the System. This includes, where relevant, ensuring that any relationship between the Customer and its Users, such as between an incubator, accelerator, university, research institution, portfolio company, startup or similar party, permits the relevant use of the System and the submission and processing of such data.

RealBee processes personal data on behalf of the Customer in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR), and the applicable data processing terms or any separate data processing agreement entered into between the Parties.

RealBee shall maintain commercially reasonable technical and organisational security measures designed to protect the System and Customer and User Data.

RealBee is not liable for unauthorised access caused by third parties, cyber-attacks, the Customer’s own security practices, compromised login credentials or other circumstances outside RealBee’s reasonable control.

If RealBee becomes aware of a security incident affecting Customer and User Data, including any personal data breach or unauthorised access to commercial, technical or business data submitted to the System, RealBee shall notify the Customer without undue delay and take reasonable remediation steps.

Upon termination of the Subscription, the Customer may access and export their projects in the System in PDF-format, within thirty (30) days, after which RealBee may delete such data in accordance with its data retention policies.

If an individual User’s access to the System is removed, reassigned or otherwise terminated while the Customer’s Subscription remains active, that User may access and export their projects in the System in PDF-format, within thirty (30) days from the date on which the User’s access ceased, to the extent technically available and permitted under applicable law. RealBee shall not be responsible for resolving any competing claims between the Customer, Users or third parties regarding access to, ownership of or rights in such data.

RealBee may analyse anonymised usage data to improve the System, without identifying the Customer or its Users cf. also RealBee’s Privacy Policy.

RealBee may send Users tips and guidance on use of the Platform by e-mail. RealBee shall not send marketing material to Users without prior consent.

Each Party shall keep confidential all information received from the other Party which is of a confidential nature or should reasonably be understood to be confidential (“Confidential Information”). All Customer and User Data shall constitute the Customer’s Confidential Information, subject to the exceptions in Clause 11.4.

Confidential Information includes, without limitation, pricing, business processes, technical information, and Customer and User Data. Output shall not be deemed Confidential Information of RealBee merely because it is generated by or exported from the System, and the Customer and its Users may use and share Output in accordance with Clause 10.1.1 However, Output may contain Customer and User Data or other information which is Confidential Information of the Customer, and nothing in this Clause limits the Customer’s or any User’s own rights to use or disclose such information.

Notwithstanding the above, RealBee may disclose Customer and User Data to its subcontractors and data processors to the extent necessary for the operation of the System, provided that such recipients are subject to appropriate confidentiality obligations, data processing terms or other contractual restrictions.

The obligations under this Clause shall not apply to information which:

• is or becomes publicly available without breach of this Agreement;
• was lawfully received from a third party without restriction; or
• is required to be disclosed by law or by a competent authority.

To the extent legally permitted, RealBee shall notify the Customer without undue delay before disclosing of the Customer’s Confidential Information under Clause 11.4(iii). RealBee shall only disclose the part of such Customer’s Confidential Information which RealBee is legally required to disclose.

The confidentiality obligations shall survive termination of the Agreement.

Standard technical support for the Subscription is provided by RealBee.

The Customer has access to technical support via email. To receive technical support, the Customer must send an email to support@realbee.dk.

RealBee aims to answer the Customer within a reasonable time. RealBee does not guarantee any specific response or resolution times but will use commercially reasonable efforts to address support requests.

Support involving additional payment will be presented to the Customer before any work is done.

RealBee shall use commercially reasonable efforts to ensure the availability and stability of the System but shall not be liable for breakdowns or disruptions caused by factors beyond RealBee’s reasonable control.

Scheduled outages for changes, maintenance updates, and improvements of the System will, in so far as possible, be placed in the time period 22.00-06.00 CET. Should it become necessary to interrupt access to the System outside the time period, this will be announced in advance, if possible.

RealBee may from time to time make changes, maintenance, updates, and improvements to the System. RealBee is also entitled to change the composition and structure of the System and any optional modules. Such updates, enhancements, and changes may be made with or without notice as set forth in Clause 13.2 and may affect services, including data uploaded to or submitted to the System.

All intellectual property rights in and to the System, including all software, features, functionalities, are owned by or licensed to RealBee. This does not include Customer and User Data or any third-party data, content or materials accessed, retrieved, scraped, analysed or displayed through the System.

There is no transfer of RealBee’s and/or third parties' intellectual property rights to the Customer or User, as the Customer only acquires a right of use by Subscription, cf. Clause 5.1.

RealBee may use, incorporate into the System, or otherwise exploit any suggestion, feature request, recommendation or other feedback that the Customer or the Users provide related to the System. RealBee is entitled to use such feedback for its internal product development and improvement of the System.

Subject to prior written consent from the Customer, RealBee can use the name and logo of the Customer for advertising and marketing purposes.

RealBee does not acquire any intellectual property rights in data, content, information or materials entered into the System by or on behalf of the Customer or any User. Such rights shall remain with the relevant rights holder, whether the Customer, a User or a third party.

The Customer warrants that the Customer and Users have the necessary rights and permissions to submit Customer and User Data to the System, and that such data does not infringe the rights of any third party and does not contain any data that may be offensive or in breach of any relevant legislation or other regulation.

The Customer shall notify RealBee of any actual or potential infringement of RealBee's intellectual property rights or unauthorized use of the System of which the Customer becomes aware.

RealBee has the right to transfer its rights and obligations under this Agreement to an affiliated company or in connection with a merger, acquisition, or sale of assets.

The Customer may not assign or transfer this Agreement, in whole or in part, without RealBee’s prior written consent.

The Customer shall indemnify and hold harmless RealBee from and against any claims, fines, damages, costs or losses arising from Customer content and use, compliance with laws of the Customer, third party loss, or third party liability to the extent arising out or in connection with:

• the Customer’s or its Users’ use of the System;
• any breach of this Agreement by the Customer or its Users;
• the infringement of any intellectual property in Clause 14 or another right of any person or entity by the Customer or the Users; or
• any data, documents or other content uploaded to the System by the Customer or its Users.

The indemnification obligation shall apply regardless of whether the claim is brought by a third party or a public authority.

REALBEE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR OUT OF CONTRACT, UNDER ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, LOST BUSINESS, LOSS OF DATA, LOSS DUE TO PRODUCT LIABILITY, LOSS DUE TO NEGLIGENCE, INFRINGEMENT, OR THE COST OF SUBSTITUTE SOFTWARE.

Except as expressly set out in this Agreement, the System is provided “as is”, and RealBee makes no other warranties, representations, or guarantees.

The Customer acknowledges that the System is a tool for providing perspectives and inspiration in relation to innovation and business development, and that data and information provided through the System is not intended as recommendations or a basis for decisions or actions of any kind. All decisions remain the sole responsibility of the Customer.

RealBee is not responsible for third-party data sources, AI models, infrastructure providers, integrations or other third-party services used in or in connection with the System. RealBee shall not be liable for the accuracy, completeness, quality, reliability, availability, security or functionality of such third-party elements, or for any results obtained through them.

Regardless of the type of loss or the basis for liability, RealBee’s total liability to the Customer is limited to an amount equal to the payments made by the Customer to RealBee according to the Customer's Subscription for twelve (12) months prior to the occurrence of the liable event.

RealBee does not guarantee the accuracy, completeness or reliability of AI-generated analyses, market data or patent information provided through the System.

RealBee shall not be held liable for failure or delay in the performance of its obligations under this Agreement, if such performance is delayed or hindered by the occurrence of an unforeseeable act or event which is beyond the reasonable control of either party (“Force Majeure Events”).

Force Majeure Events include, without limitation, internet failures, cloud provider outages, cyberattacks, natural disasters, acts of God, pandemics, war, riots, strikes, lockouts, government intervention, regulatory actions, directives or policies, and other events beyond the affected Party’s reasonable control.

If RealBee is affected by a Force Majeure Event, RealBee will notify the Customer as soon as reasonably practicable after commencement of a Force Majeure Event.

If non-performance caused by a Force Majeure Event is temporary, performance of the affected obligations shall be suspended for the duration of the Force Majeure Event. If non-performance caused by a Force Majeure Event exceeds forty (40) business days, either Party shall be entitled to terminate this Agreement with immediate effect, and neither Party shall be liable for damages as a result of such termination.

RealBee is entitled to change the Agreement at any time.

The applicable version of the Terms can at any time be obtained by contacting RealBee’s support e-mail or accessed via RealBee’s website.

RealBee aims to provide reasonable notice of one (1) month of any changes to this Agreement by sending an e-mail to the e-mail provided by the Customer. Use of the System following any change to this Agreement constitutes acceptance of such changed terms.

This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Denmark and disregarding its rules on choice of law.

Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination, shall be settled by simplified arbitration arranged by Danish Arbitration in accordance with the rules of simplified arbitration procedure adopted by Danish Arbitration and in force at the time when such proceedings are commenced.

If any term or Clause of this Agreement or its Appendices is declared void or unenforceable in a particular situation, by a court of proper authority, this declaration shall not affect the validity or enforceability of the remaining terms and provisions thereof or the validity or enforceability of the void or unenforceable term or Clause in any other situation.