Terms and conditions
Table of Contents
3. Registration
5. Privacy and Data Protection
6. Intellectual Property rights
10. Subscription
11. Fees and Payment
12. Liability
13. Force Majeure
14. Warranty
15. Termination
16. Miscellaneous
Description of services
"We", "us" or "our" means Appeel.io nv, with registered office at Veldkant 33A, 2550 Kontich and company number BE 0698.600.829.
We offer a solution to manage hybrid working (‘Services’) to the customer (“Licensee”) and the end users who are authorized by the Licensee to use the Services (“Authorised Users”) subject to the present Terms of Use (“Terms”). The Licensee and the Authorised Users are together referred to as “you” or “your”.
If you have any questions, concerns or complaints about these Terms or the Services, you may contact us by e-mail: support@grafeio.app
Registration
After filling out the required form via the website, Licensee will be redirected to the platform offering the Services (“Platform”) where Licensee can create the necessary Authorised Users.
The Authorised Users must register to obtain access to the Platform. Each account is strictly individual, personal and therefore unique. You represent that any information you provide during registration or at any time thereafter is accurate, true and complete and that you will update all such information as necessary to maintain its accuracy, completeness and truth. Licensee is responsible for identifying and authenticating all Authorised Users, for approving and revoking access by such Authorised Users to the Platform. You are responsible for controlling against unauthorised access, and for maintaining the confidentiality of usernames, passwords and account information. You shall notify us of any unauthorised use of or access to the Platform, as soon as reasonably possible and will be solely liable for all actions taken via your account and under your password, whether or not made with your knowledge or authority.
Acceptance of Terms
These Terms apply to your access to or use of the Platform. By subscribing, accessing and/or using the Platform, you accept to be bound by these Terms. Any new features added to or augmenting the Platform are also subject to these Terms. If you do not accept to be bound by the present Terms you will not be able to license, obtain or use the Platform.
We reserve the right, at our sole discretion, to change, modify, update or amend these Terms at any time. Changes will become effective immediately upon posting on our website and/or the Platform, unless otherwise noted. If you disagree with the revised terms, you have the right to discontinue using the Platform. Your continued use of the Platform after the posting of any changes to these Terms indicate your acceptance of those changes.
Privacy and Data Protection
By using our Platform, you consent to the processing of your information as described in our Privacy Declaration.
In providing our Services, we act as a data processor; you remain the data controller for any personal data you process through our Services. You are responsible for ensuring that the data you collect is handled in compliance with applicable laws and regulations, including obtaining necessary consents.
Intellectual Property rights
Subject to your compliance with these Terms, we hereby grant you a limited, revocable, non-exclusive, non-transferable and non-sublicensable license (“License”) to use or access the Platform for your internal use.
All intellectual property rights belonging to Licensee and/or its Authorised Users (inclusive customer/subscriber data) shall remain vested in Licensee, or as the case may be its Authorised Users.
All ownership rights, intellectual property rights and other propriety rights relating to the Services belong to us, third party licensors and/or is open-source software. These Terms do not entail an assignment of any intellectual property right to you.
Third party software
You acknowledge that we use third-party software and open-source software and agree that this third-party software or open-source software will be subject to its own terms and conditions which will be an integral part of these Terms. In relation to those licenses given by third parties or via open source, you cannot obtain more rights than those incorporated in the third-party terms or open-source license. These terms and conditions will prevail over all other conditions in these Terms in respect to these licenses.
All open-source components can be found on: XXX
Furthermore, the Platform is hosted by XXVercel. You acknowledge that the latest version of the XXX terms and conditions of Vercel is accessible at any time through the following hyperlink of XX: XXX, as amended from time to time. The data center is hosted by the third-party Cockroach and the latest version of their terms and conditions is accessible at any time through the following hyperlink: XX, as amended from time to time.
We are free to choose another third-party provider at any time and at our sole discretion. If it is unclear or not possible for you to access or become familiar with the third-party software terms and conditions and/or open-source components of the Platform, you shall inform us of this in writing and request us to provide the necessary clarifications and share the relevant terms as yet.
To the extent permitted by applicable law, we exclude any and all liability with regard to such third-party software and open-source software.
Your obligations
You agree that you shall not and/or shall not attempt to:
permit other entities or individuals to use the Platform (except as otherwise provided herein),
reproduce, copy or in any way duplicate, modify, translate, reverse-engineer, decompile, disassemble, attempt to discover the source code of, or create derivative works based on the Platform in whole or in part,
sell, rent, lease, or otherwise transfer rights to the Platform,
remove any notices of proprietary rights (including copyright) on the Platform,
separate, remove or replace any components of the Platform provided by third parties (“Component Software”); use any Component Software independently of the Platform; or use the Platform without the Component Software.
permit or facilitate the use of the Platform in any manner which would constitute a breach of the terms and conditions of these Terms;
use the Platform for i) any illegal activities or in support of illegal activities, ii) any purpose which may be deemed immoral, irresponsible, offensive, threatening, abusive or otherwise harmful or ii) proliferation of unsolicited and/or any form of commercial messages (including junk mail, spam and chain letters).;
use any spider, robot, or other automatic device, manual process, or extraction tool to copy the Platform;
copy any part, feature, documentation, function or user interface of the Platform and/or access the Platform in order to build a competitive product or service.
knowingly engage in any activity which interferes with or disrupts the SaaS Service (including the performance thereof) and/or third party data contained therein;
use the Platform to store or transmit code, files, scripts, agents or programs intended to do harm, including any form of malware, for example, viruses, worms, time bombs and Trojan horses;
attempt to gain unauthorised access to the Platform, its related systems and (electronic communication) networks or permit direct or indirect access to or use of the Platform in a way that circumvents a contractual usage limit;
design or permit our software devices or applications to disable, override or otherwise interfere with any of our implemented communications, security or user setting.
If you become aware of any breach of these Terms, you shall promptly notify us thereof.
Licensee shall i) supervise and control any use of the Platform and to ensure that the Authorized Users under Licensee’s control who will do so in accordance with these Terms and are accordingly notified of the same, ii) provide technological and security measures to ensure that the Platform is physically and electronically secure from unauthorized use or access iii) comply with all applicable laws, rules and regulations governing technology control and export and iv) only use the Platform in accordance with these Terms;
Confidentiality
Each party agrees to keep confidential, and not to use or disclose other than as permitted by these Terms, any confidential information of the other party provided to or obtained by that party before or after entry into these Terms.
Subscription
We offer a 30-day free trial period with no need to enter a credit card number and no commitment. If you the Licensee does not elect to continue your his subscription prior to the free trial period lapsing, we will immediately terminatetion your access to the Platform and delete your data within seven three (37) monthsdays. These Terms will apply during any free trial, and we may terminate your free trial in our sole discretion at any time without any liability to you.
If Licensee decides to subscribe to the Platform, Licensee will need to enter a credit card number and, your data will remain stored in the Platform.
We accept monthly or yearly subscriptions. Subscriptions automatically renew unless cancelled by you. Subscriptions may be cancelled minimum one (1) month before the next billing cycle to avoid future charges. Cancellations must be made before the renewal date. Failure to cancel may result in the continuation of service and billing.
Fees and Payment
Licensee must pay the amounts in consideration of access and use of the Platform for each reserved seat (“Fee”). There is a fixed Fee of XX EUR per reserved seat. The first 5 seats are included in the plan and a fixed Fee of 2 EUR will be charged per additional seat per month.
Licensee must pay the Fees by a recurring credit card payment. By adding a credit card to your account, Licensee warrants that such card is valid and good and that Licensee is authorized to use such card to pay the Fees due on your account, and Licensee authorizes us to charge such credit/debit card for the Fees on or after the due date of the invoice (“Due Date”).
Licensee can dispute the invoice before the Due Date, by submitting the request in writing to us (either via email, mail, or by submitting a support ticket via the website) before the Due Date. Licensee cannot dispute invoices after their Due Date.
We will generate a tax invoice / receipt for every amount charged to your credit card. This tax invoice / receipt will be accessible in the account of Licensee. Amounts charged to your credit card and Fees already paid to us are non-refundable.
If we charge your credit card pursuant to these Terms, and the payment is not successful, we reserve the right to suspend your access to the Services. If Licensee fails to pay the applicable invoice within 30 days of the date of suspension, we reserve the right to deactivate your account. Once your account is deactivated, you will no longer be able to log into your account. In the event we deactivate your account for non-payment, all amounts due and unpaid from Licensee to us for use of the Services shall become immediately due and payable. In the event of non-payment and the exhaustion of the procedures set forth in this section, we reserve the right to seek payment using any remedies allowed to it by law. We may at our own discretion, and subject to technical feasibility, agree to restore a deactivated account upon your written request. In this case a restore fee will be payable.
Liability
Our liability derives from a reasonable effort obligation, and you will have to provide proper proof of such liability. Our total liability for proven direct damages resulting from an attributable failure under or in connection with any provision of these Terms is limited to the total Fees (excluding VAT) paid or payable to us over a period of twelve (12) months preceding the damaging occurring event.
We are not liable for any indirect damages, including, without limitation, consequential, special, or incidental damages, damages for loss of profits, loss of privacy/business, business interruption (including, without limitation, as a result of system instability or partial or entire system failure).
Without limitation of the foregoing, damages resulting from you errors or negligence (e.g. viruses in your system) are excluded from liability. You shall indemnify and hold us harmless for i) any and all claims, damages, expenses and costs arising out of or in connection with your use of the Platform and ii) your breach of these Terms.
Force Majeure
Neither party shall be liable for any failure to perform its obligations where such failure results from any cause beyond our reasonable control, including, but not limited to failures in goods, equipment, software or materials of third parties, government measures,
Warranty
The Platform is provided on an `as is’ and ‘as available’ basis, without any warranty of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and/or use, title and non-infringement. We do not warrant that the Platform will meet your particular requirements or will be timely, secure, uninterrupted or error-free or free of harmful code, be compatible or work with any other goods, services or technologies.
Termination
You may terminate your use of the Platform at any time via your account settings or by contacting us directly. If you cancel the Services before the end of your current paid-up subscription period, your cancellation will take effect immediately and you will not be charged again, but no fees will be refunded.
We may terminate or suspend access to the Platform and your account at our discretion with immediate effect if i) you violate our Terms or ii) you have filed for a postponement of payment, or have filed for bankruptcy or judicial reorganisation, insolvency event or have suspended any or all payments.
In the event of termination for any reason:
All rights granted to you by these Terms shall discontinue;
You must immediately stop all actions permitted under these Terms including, but not limited to, using the Platform;
You must immediately pay in full all Fees that are unpaid at the moment of termination
We will not be required to retain your customer/subscription data for more than three (3) months after termination (“Retention Period”). This allows us, upon your written request, to restore accounts that might have been accidentally deleted. We may charge a restore fee to restore deleted accounts. If you submit a written request to receive a copy of your customer/subscription data during the Retention Period, we will extract it from our systems and provide it to you subject to payment of our reasonable costs. To comply with privacy regulations, after three (3) months, the account and all its content is permanently deleted and can no longer be recovered.
Miscellaneous
We may at our discretion make any changes or updates to the Platform (such as infrastructure, security, technical configuration, application or platform features, interfaces, …), including to reflect changes in technology, industry practices and patterns of system use. We are not liable for any modification, suspension, or discontinuation of the Platform or any loss of data.
All written notifications from you relating to these Terms, are deemed valid when sent to us and are deemed to have been received if sent by registered letter or courier service.
The nullity of one provision in these Terms shall have no effect whatsoever on the validity of the other clauses, despite the nullity of the disputed clause. The parties shall make every effort to replace the invalid clause with a valid clause with the same or largely the same economic effect as the invalid clause.
These Terms contain the entire agreement between parties with respect to the subject matter. The failure of one party to enforce any provision in these Terms shall in no way affect the right of the Party concerned to demand full compliance by the other Party.
We may include the Licensee in our list of customers, publish a concise description of the order and use the name and brand of Licensee for publicity purposes and PR-activities.
These Terms are exclusively subject to Belgian law. Contrary to the statutory rules on competence of courts, any disputes between the Parties shall be heard by the courts of Antwerp (division Antwerp).