Terms and conditions
Last updated October 10, 2022
By subscribing to the services provided by Missoun BV in relation with the Missoun platform (the “Software”), you (the “Customer”) are agreeing to be bound by the following terms and conditions (the “Agreement”).
Term of the agreement
The duration of this Agreement (the “Term”) shall be specified in writing on conclusion of this Agreement, beginning on the date of conclusion. It is automatically renewed for an equal Term, unless either party provides a written notice of termination minimum 30 days before the end of the Term to the other party.
Upon expiration or termination of this Agreement, the Customer agrees to stop using the Missoun software.
Bug fixing service
For the duration of this Agreement, Missoun BV commits to making all reasonable efforts to remedy any Bug of the Software, as soon as the Bug is fixed an appropriate remedy will be communicated to the Customer.
Both parties acknowledge that as specified in the Limitation of Liability section of this Agreement, Missoun BV cannot be held liable for Bugs in the Software or in Covered Extra Modules.
Security updates service
Missoun BV commits to apply the security remedies for any security Bug discovered in a version of the Software, on all systems under its control, as soon as the remedy is available, without requiring any manual action of the Customer.
For the duration of this Agreement, the Customer may open an unlimited number of support tickets free of charge, exclusively for questions regarding Bugs or guidance with respect to the use of the standard features of the Missoun Software.
Other assistance requests, such as questions related to development or customizations may be covered through the purchase of a separate service agreement. In case it’s not clear if a request is covered by this Agreement, the decision is at the discretion of Missoun BV.
Tickets can be submitted via the web form as indicated in the SLA contract.
The Customer agrees to:
- pay Missoun BV any applicable charges, in accordance with the payment conditions specified at the signature of this contract;
- immediately notify Missoun BV when their actual number of Users exceed the numbers specified at the conclusion of the Agreement, and in this event, pay the applicable additional fee;
- appoint 1 dedicated Customer contact person for the entire duration of the Agreement;
- provide written notice to Missoun BV 30 days before changing their main point of contact;
- take all reasonable measures to keep their user accounts secure, including by choosing a strong password and not sharing it with anyone else;
- make a reasonable use of the software, to the exclusion of any illegal or abusive activities.
Except where notified otherwise in writing, each party grants the other a non-transferable, non-exclusive, royalty free, worldwide license to reproduce and display the other party’s name, logos and trademarks, solely for the purpose of referring to the other party as a customer or supplier, on websites, press releases and other marketing materials.
In the event that either Party fails to fulfill any of its obligations arising herein, and if such breach has not been remedied within 30 calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party.
Further, Missoun BV may terminate the Agreement immediately in the event the Customer fails to pay the applicable fees within 21 days following the due date specified on the corresponding invoice, and after minimum 3 reminders.
Warranties, Disclaimers, Liability
For the duration of this Agreement, Missoun BV commits to using commercially reasonable efforts to deliver products and services in accordance with the generally accepted industry standards provided that:
- the Customer’s computing systems are in good operational order;
- the Customer provides adequate troubleshooting information;
- all amounts due to Missoun BV have been paid.
The Customer’s sole and exclusive remedy and Missoun BV’s only obligation for any breach of this warranty is for Missoun BV to resume the execution of the Services at no additional charge.
Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law.
Missoun BV does not warrant that the Software complies with any local or international law or regulations.
Limitation of Liability
To the maximum extent permitted by law, the aggregate liability of each party together with its affiliates arising out of or related to this Agreement will not exceed 50% of the total amount paid by the Customer under this Agreement during the 12 months immediately preceding the date of the event giving rise to such claim. Multiple claims shall not enlarge this limitation.
In no event will either party or its affiliates be liable for any indirect, special, exemplary, incidental or consequential damages of any kind, including but not limited to loss of revenue, profits, savings, loss of business or other financial loss, costs of standstill or delay, lost or corrupted data, arising out of or in connection with this Agreement regardless of the form of action, whether in contract, tort (including strict negligence) or any other legal or equitable theory, even if a party or its affiliates have been advised of the possibility of such damages, or if a party or its affiliates’ remedy otherwise fails of its essential purpose.
Neither party shall be liable to the other party for the delay in any performance or failure to render any performance under this Agreement when such failure or delay finds its cause in a case of force majeure, such as governmental regulations, fire, strike, war, flood, accident, epidemic, embargo, appropriation of plant or product in whole or in part by any government or public authority, or any other cause or causes, whether of like or different nature, beyond the reasonable control of such party as long as such cause or causes exist.
This Agreement and all Customer orders will be subject to Dutch law. Any dispute arising out of or in connection with this Agreement or any Customer order shall be exclusively submitted to a court of law with jurisdiction in Amsterdam, The Netherlands.
In case any one or more of the provisions of this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement and any application thereof shall be in no way thereby affected or impaired. Both parties undertake to replace any invalid, illegal or unenforceable provision of this Agreement by a valid provision having the same effects and objectives.