Terms of Service

 

Last updated: January 2019

 

Please read these Terms of Service (“Terms”, “Terms of Use”) carefully before using your tenant https://yourname.passerelle.supportsquare.io (“the Service”) and/or the Passerelle Remote Support Mobile App (“App”) operated by Supportsquare(“Supplier”, “Us”, “We”, or “Our”).

 

 

Definitions

 

In these terms of service, the following concepts shall have the meaning described in this article (when written with a capital letter).

  • Service or Software : the online software service which is named “Passerelle Support” and developed by Supportsquare
  • App : mobile application for connecting to the Service
  • Subscription Start Date : the date on which Supportsquare provides the Customer with access to the Application
  • Subscription End Date : the date on which access to the Application ends.
  • Subscription Period : the initial or renewed period; can be 1 year or 1 month, as selected by the Customer when ordering the Service. During this period Customer can make use of the Service and App
  • Subscription : agreement between the Customer and Supportsquare to pay for the use of the Service during the Subscription Period.
  • Subscription Formulas : we present Starter, Basic, Professional, Advanced Subscription Formulas; they differ in the max. number of minutes the Customer and its Users can use the Service, and in price/minute.
  • Charges: the Charges for the use of the Services
  • Customer : every natural person or legal entity who orders to use our Service and enters into an agreement with us in the name of or on behalf of this legal entity. Every natural person is considered to be at least 18 years of age.
  • Customer Data : data to which the Supplier is provided access by the Customer for the purpose of the Service; all content entered and uploaded into the Service and/or App by the Customer by using the service;
  • User : the individual who is using the Service and/or the App
  • Force Majeure : a circumstance beyond the reasonable control of the Supplier which results in the Supplier being unable to observe or perform on time an obligation under this agreement.
  • Privacy Declaration: Our privacy declaration as available on https://supportsquare.io/privacy-statement/
  • Tenant : a single instance of the software, running in a protected environment, and dedicated to one Customer.
  • License : a license for the Service is identified by a unique License Key and gives the Customer and its Users authorization to access and use the Customer’sTenant
  • License Key : a license key is a unique key, generated by the Supplier and communicated to the Customer, uniquely identifying Customer’s Tenant
  • Source code : the Software code in human-readable form or any part of the Software code in human-readable form,

 

 

Scope

 

We offer the Service through a SAAS platform. The Service includes Guide & Coach features to support technical workforce in their daily tasks. We also have developed an App called Remote Support to connect to the SAAS platform through a wearable .

By accessing or using the Service and/or App, also for Trial purposes, and clicking ‘I agree’ on a device, you agree that you have read the Terms and be bound by these Terms. If you disagree with any part of the Terms then you may not access the Service and/or App.

If you act on behalf of a company or other legal entity, you warrant that you are authorized to enter into these Terms on behalf of that company or legal entity.

The Terms always take precedence over the terms and conditions of the Customer.

 

The Terms are published on our website https://supportsquare.io/terms. We have the right to change the Terms whenever we wish, and by changing them on the website. Changes will be notified on the website.
Beside the Terms, our Privacy Declaration may at all times be consulted on our website.

 

If you did not legally obtain access to the Service, immediately stop using it.
If you know that any individual or company is using the Service illegally, please advise us by email (hello@supportsquare.io).

 

 

Licensing

 

License Grant

 

One license, so one License Key, is granted for each Customer’s Subscription. After Customer’s order receipt, a confirmation email is sent to Customer, including the License Key

We grant license for the duration of the Subscription Period. During this period the Customer can assign to an unlimited number of Users the privileged right to access and use the Customer’s dedicated Tenant, and this during a limited number of minutes, dictated by the ordered Subscription.

When Customer does not explicitly end the Subscription before the Subscription Expiration Date (as described in the section Termination), or change the initially ordered Subscription (as described in the section Change of Subscription), the Subscription is automatically renewed for a Subscription Period, equal to the initial Subscription Period. The License Key remains the same.

 

Trial License

 

We sometimes allow to start using the Service during a trial period of maximum 30 days. In this situation the generated license is a Trial License. The potential Customer and its Users get full access to the Service and/or the App during the trial period, free of charges. The potential Customer may only use the Trial License to demonstrate and internally evaluate the Service and/or App.
After or during the trial period, the potential Customer can enter into a definitive agreement and purchase a Subscription.

Then the Trial License is converted into a production License. Any existing data in the Customer’s Tenant is maintained and reusable.

 

 

Duration

The Initial Subscription Period shall commence on the Subscription Start Date and continue for the duration of the Initial Subscription Period.

After the Initial Subscription Period, this agreement shall automatically renew for a new period equivalent to the duration of the Initial Subscription Period (each a “Renewal Subscription Period”) until either party provides the other with written notification of non-renewal (see Termination).

 

 

Change of Subscription

 

The initial Subscription formula is explicitly mentioned in the confirmation mail that We send to the Customer after order receipt.

At all times the Customer can upgrade the initial Subscription formula to a higher Subscription formula, without any cost. Supplier and Customer shall consult each other to determine the initial Subscription End Date and the new Subscription Start Date.
Under no circumstances a downgrade of the initial Subscription to a lower Subscription formula will be admitted as long as the initial Subscription Period has not ended.

 

 

Termination

 

Termination by Customer :

The Customer may terminate the Subscription for any reason by written notification. Such notification must be send to Us by email at least 3 months prior to the expiry of the Initial Subscription Period in case of a Yearly Subscription, or at least 1 month prior to the expiry of the Initial Subscription Period in case of a Monthly Subscription.

Every Termination notice sent to Us later, shall be without object. The Subscription will automatically be prolonged, Customer is obliged to pay the invoice of renewed Subscription Period, even if Customer will not use the Service and/or App anymore.
However, the Termination notice will be taken into account at the end of the renewed Subscription Period.

 

 

 

Termination by Us

We may terminate or suspend access to our Service immediately, without prior notice or liability, without legal intervention, for any reason whatsoever which makes it impossible to continue any collaboration between the Customer and Us.

 

 

Price

 

Price of the different Subscriptions Formulas will be notified on Customer’s request. All prices are expressed in Euro’s and VAT excluded.

Customer’s order should clearly state the desired Subscription Formula, Subscription Duration, the price and the email address to send invoices to.
Each Subscription contains a max. number of minutes of usage. By purchasing a Subscription Customer accepts this maximum, and agrees that extra minutes will be invoiced separately on a monthly base at a price/minute specific for the purchased Subscription.

 

We can not guarantee to maintain prices during a specific period, since external factors can influence the price. Nevertheless we engage us to maintain initial Subscription prices as long as possible, and only consider yearly an increase in accordance with the legally permitted standards.

In the event of other rise of prices, Customers will be notified at least 2 months prior to the application of the new prices.

 

 

Invoicing and payments

 

By ordering a Subscription, the Customer agrees to receive invoices electronically, unless agreed otherwise by both parties. Customer should inform Us in the event of change of email address to send invoices to.

In the event that our invoice has not arrived in Customer’s mailbox, Customer is not relieved the liability to pay the invoice in time.

Invoices will be send yearly or monthly, depending of the ordered Subscription Period, but always prior to the Subscription Start Date.

For a yearly subscription a renewal invoice is sent 1 month before expiration date. Invoice should be paid in 30 days.

For a monthly subscription a renewal invoice is sent 14 days before expiration date. Invoice should be paid in 14 days.

 

An invoice may only be disputed by sending an email to accounting@supportsquare.io within 8 working days after the invoice date. Invoice number & date, and a detailed reason for dispute should be included.
This does not discharge the Customer from his obligation to pay.
If Customer payment of an invoice is received without dispute, the invoice amount is considered to be accepted.

 

If the Customer terminates the Subscription, the amounts already paid to Us should not be returned, irrespective of whether the payment is related to a monthly or yearly Subscription.

 

 

Non payment

 

In the event of non-payment, the balance due should be paid in one and immediately, including an interest of 1% per month. At the same time, Supportsquare is authorized to demand an additional amount equal to 10% of the outstanding balance with a minimum of 150 EUR in the form of lump sum compensation. Interest and compensation are due without a prior reminder being required.

 

We also reserve the right to suspend Customer’s access to the Service until we receive full payment.

 

 

Availability of the Service

 

We engage to do what is technically reasonable to ensure the optimal availability of and access to the Service.

But We may, without prior notice, and without the Customer being entitled to claim compensation from Us, block or disable access (temporarily) to the Service or restrict its use insofar as this is reasonably necessary from time to time for following reasons (non-exhaustive list):

  • for preventive or regular maintenance or upgrades
  • in the event of an actual or suspected security breach
  • in case of another emergency

In the event of unavailability of the Service We will undertake our best effort to solve the problems as soon as reasonably possible, without giving any guarantee.

 

However We will endeavor to keep these measures to a minimum and, insofar as this is feasible, to inform the Customer in time.

 

 

Use of the Service

 

Subject to this agreement, we will provide the Customer with access to his Tenant of the Service.

 

Restrictions

Customer agrees not to, and will not permit others to, without this list being exhaustive:

  • remove or modify any Service markings or any notice of the Supplier’s rights;
  • (sub)license, sell, rent, lease, transfer, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Service or make the Service available to any third party.
  • Reverse engineer, reverse compile, modify or use the code to create a derivative Service and/or App
  • Distribute or transmit any part of the Services and/or App by any means without the prior written consent of Us and subject to any requirements of Us.
  • Use the Service for illegal purposes or activities

 

 

 

 

Changes of the Service

 

We have the right to change at any time the features list of the Service and/or the App, and decide whether these changes have an influence on Subscription modalities.

We will inform the Customer within a reasonable period about the changes of Service.

 

 

Liability

 

Under no circumstances We shall be liable for any direct or indirect damage that result from access to, use of, or unavailability of the Service.

 

Furthermore, We do not guarantee that the Service and/or App meet all Customer’s requirements and expectations. The potential Customer can at all times contact Us to request any necessary information, and declares to have been sufficiently informed about the features of the Service and/or App before becoming a paying Customer.

 

We do not offer warrant that the Service and/or App comply with regulations others than the ones applicable in Belgium at any moment.

 

 

Force Majeure

 

If performance is prevented by force majeure, We are not obliged to fulfillment of any contractual obligation.
Customer is obliged to payment, in the event resulting from the Terms of Service.

 

Under Force Majeure is understood each circumstance beyond the will of parties and those reasonably incurred by them could not be provided, like but not exclusively:

  • any faults, defects, incorrect operation of or other circumstance affecting or relating to Customer Access Facilities; breakdowns or failures in telecommunication and internet connections, delay or shortcoming in the performance of obligations by suppliers of Us
  • acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disaster, acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution and strikes;

 

 

Privacy

 

Protecting the privacy of our Customer and his users is very important to Us. Our Privacy Statement, as updated and amended from time to time, describes how we use and protect information you provide to us. You acknowledges and agree that by providing Us with any personal data through the Service, you consent to processing of such personal data in accordance with our Privacy Statement.

 

 

 

Applicable Law and Jurisdiction

 

These Terms of Service are governed by Belgian law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

 

All disputes, disagreements or claims arising from these Terms, or the non-compliance, termination or invalidity thereof or any other dispute between Customer and Us, shall be submitted to the exclusive jurisdiction of the courts where We have our registered office..

 

 

Intellectual Property

 

The Customer explicitly acknowledges that We retain ownership of all proprietary rights of the Service, the App and/or other intellectual property rights relating hereto. All such rights and goodwill are and shall remain vested with Us.

 

Customer only has the right to use at a charge the Service and/or App, but under no circumstances following rights are implied :

  • Transfer of ownership of the Service or App to the Customer
  • Customer’s right to request a software copy of the Service
  • Customer’s right to use any trademarks, tradenames or brandnames of Us without the explicit written approval from Us.
  • Customer’s right to authorize a third party to act in such a way that would or might be inconsistent with any intellectual,property of Us.

 

Contact us

 

If you have any questions about these Terms, please contact us (hello@supportsquare.io).