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Client Terms and Conditions

General Terms

Last updated on: 24th of March, 2022

1. Definitions

The following definitions are used in the Agreement and Client Terms and Conditions.

Account Data: any information regarding your business, users and billing information.

Agreement: The Order Form or Order and the Client Terms and Conditions.

Client Terms and Conditions: these General Terms and all materials referred or linked to herein, such as but not limited to: the Product Specific Terms, the Jurisdiction Specific Terms, the Data Processing Agreement and the Client Privacy Policy.

Contact: a single individual (other than a User) whose Contact Information is stored by you in the Subscription Service.

Confidential Information: all the information disclosed by disclosing party to receiving party, whether orally or in writing, that is designated as confidential. Client Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential. Information that was known to the receiving party prior to the disclosure, is or becomes generally known to the public without breach of any obligation owed to the disclosing party, is received from a third party without breach of any obligation owed to the disclosing party or was independently developed by the receiving party.

Consulting Services: our professional services provided to you by us, which may include training services, implementation, integration or other consulting services.

Contact Data: all information that you submit or collect via the Subscription Service.

Client Data: all your information we receive because you make use of Piggy Software.

Device: An electronic device, such as an iPad or Android tablet, that is compatible with the latest version of the Piggy Store App.

Device Link: The link between the Device and the Piggy Software that allows the Device to be used with the Piggy Store App.

Enrichment Data: all data we collect from Contacts to improve our product(s) and service(s). This data is aggregated.

Free Services: means the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis.

User: Anyone who is authorized to use the Subscription Service via a unique username and password, who can perform activities on your behalf and who can have data insight.

Client, you, your: the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the client.

Integration: the software link between the Piggy Software and the software of an external party.

Order or Order Form: the Piggy approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase any of our Products and Services.

Personal Data: any information that relates to an identified or identifiable individual which is contained within Client Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws.

‘Piggy’, ‘we’, ‘us’ or ‘our’: the applicable contracting entity as specified in the ‘Jurisdiction Specific Terms’ section.

Piggy Content: all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services, including Enrichment Data.

Piggy Software: all software developed and maintained by Piggy. This software remains the property of Piggy at all times and can be accessed by a User.

Product Specific Terms: additional product specific terms that are part of this Agreement and apply on our products, other services and Third Party Services. These terms can be found here.

Sensitive Information: credit or debit card numbers, financial account numbers or wire instructions, government issued identification numbers, biometric information, personal health information, personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of special categories of data under GDPR or any other applicable law relating to privacy and data protection.

Subscription Fee: the amount you pay for the Subscription Service.

Subscription Service: all of the Piggy Software (not limited to:web-based applications, tools, mobile applications, business dashboard, and platforms) that you have subscribed to under an Order Form or that we otherwise make available to you, and is accessible via http://piggy.eu or another designated URL (for example via our business dashboard or applications), and any ancillary products and services, including website hosting, that we provide to you.

Subscription Term: the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term. For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.

2. Use of Services

Access

We provide you access to use the Subscription Service. Some or all elements of the Subscription Service might be provided through third parties. You may provide access and use of the Subscription Service to affiliate(s) or Users, provided that all use and receipt by your affiliate(s) or Users is subject to and in compliance with the Agreement and you will remain liable at all times for the compliance of your affiliate(s) or Users.

Additional features and orders

You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from within your Piggy account (if this option is made available by us). The Client Terms and Conditions will apply to all additional features and Order(s) you subscribed to.

Limits

The limits that apply to you will be specified in your Order Form.

Prohibited and Unauthorized Use

You will not use the Subscription Service in any way that violates this Agreement or is unlawful. Nor will you collect, manage or process sensitive information via the Subscription Service. We will not have and disclaim hereby any liability that may result because of the above use.

Free trial

If you make use of an unpaid trial or free basis, all your data collected in this period may be deleted permanently or be made inaccessible unless you purchase a Subscription Service before the end of the free trial. If additional terms and conditions are included on the registration web page for the trial, those terms and conditions apply as well.

Agreement

This Agreement supersedes all other agreements and proposals between us.

We object to and reject any additional or different terms proposed by you in any way such as on your website. Our obligations are not contingent on the delivery of any future functionality of features of the Subscription Service or dependent on any oral or written public comment made by us regarding future functionality or features of the Subscription Service.

The English version of this Agreement will govern our relationship. Versions of this Agreement translated in other languages than English are translated for your convenience only and will not be interpreted to modify the English version of this Agreement.

Signing Authority

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with these Client Terms and Conditions.

Wifi

We are not responsible for the presence of one (or more) functioning Device(s) and/or a functioning WiFi network if one is required.

Device

A Device Link is required for the use of each Device, if one is required.

Software changes

You shall follow all our instructions upon first request regarding implementing or installing any changes and updates to the Subscription Service.

Communications

Any communication between us and you must be in writing, unless explicitly stated otherwise in this Agreement or in cases where the law prescribes otherwise.

The version of the communication in question stored by us will serve as evidence thereof, unless you submit proof to the contrary.

All communications relating to the Agreement (including changes, objections, cancellation) must be made exclusively in writing via contracts@piggy.eu. Messages concerning the Agreement sent by you by other means will not be considered valid.

Changes

We may modify any part or all of the Agreement/Client Terms and Conditions. The revised version will be posted here. This revised version will be effective and binding the next day after it is posted. If we modify the Agreement you will be notified via an email, your account or an in-app notification.

Such modifications will be deemed to have been irrevocably accepted by you, unless you notify us in writing via contracts@piggy.eu within fourteen (14) calendar days after we send notice of the revision. If you haven’t given us the notice in time, your subscription will be continued until your next renewal date and governed by the renewed terms and conditions. If we can’t reasonably provide the subscription to you under the terms prior to modification, then the Agreement and/or affected Subscription Services will terminate upon our notice to you.

3. Fees & Billing

Fee

For the use of the Service, you are obliged to pay a Subscription Fee to us. The Subscription Fee depends on the chosen product(s) and service(s) and can be found on the Order Form.

Product(s) and service(s) may be subject to Limits. If the Limits are exceeded, the Subscription Fee will be adjusted accordingly to the prices referred to on piggy.eu/pricing/Agreement. Any increases in the Subscription Fee shall apply for the remaining term of the Agreement from the moment the Limit is exceeded. The Subscription Fee will remain fixed during the initial term of your subscription unless you exceed your Limits or if you subscribe to additional features or products, or otherwise agreed to in your Order.

We reserve the right to adjust the fee(s) at the end of the set contract period. In this situation, you are entitled to dissolve the Agreement by means of a written notification to us within fourteen (14) calendar days of being informed of this price increase.

If there is a substantial increase in price determining factors, such as an increase in labour costs, price increases at cooperation partners, or other price determining factors, we are entitled to increase the agreed price accordingly before the end of the set contract period. In this situation, you are entitled to dissolve the Agreement by means of a written notification to us within fourteen (14) calendar days of being informed of this price increase.

If one of the parties to the Agreement does not comply with its obligation under the Agreement, the other party is entitled to suspend its own obligation towards the non-complying party until the non-complying party fully complies with its obligations, which shall nog affect the right of dissolution and compensation for damages.

We reserve the right to apply a discount on software to you. This discount applies exclusively to the software modules and needs to be mentioned on the Order Form. All software discounts have a maximum duration of twelve months, unless specified elsewise. After this period, the full price of the discounted software will be incurred for the remaining duration for the Agreement.

Billing

Unless agreed otherwise, by signing the Agreement you authorize us to automatically debit the Subscription Fee from your bank account within nine days of invoicing. The Subscription Fee will be debited from the bank account as stated in the Order Form.

All prices mentioned in the Agreement are exclusive VAT and shipping costs.

All recurring payments are incurred on a yearly basis. You can opt for monthly payments instead. Fees may differ for monthly payments.

Integrations

If you make use of an Integration between the software of us and a third party, you may need to pay a fee to the third party. We cannot be held responsible for the fee for the third party.

The use of our Subscription Service is not dependent on any integrations and we cannot be held liable for any third party integrations.

4. Term & Renewal

Your subscription term will be specified in your Order Form. If the Order Form does not specify a subscription term, the subscription term will be thirty-six (36) months. Your subscription term will automatically renew for the subscription term specified in your Order Form.

Depending on the subscription term, a notice period applies. This notice period is specified on your Order Form and starts counting before the end of the subscription term. To prevent renewal of your subscription, you must give us written notice of non-renewal via contracts@piggy.eu. For example: if you have a notice period of six (6) months, you retain the right to terminate the Agreement up to six months before the end of the Agreement. If this term is not specified, your notice period is six (6) months.

We are authorized to terminate or suspend the Agreement with immediate effect, if (but not limited to):

- you are acting or have acted in a way that has or may negatively reflect on or affect us, our prospects, or our clients;

- your use of the Subscription Service violates any applicable law or regulations of this Agreement;

- you post or upload material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity; or

- your use of the Subscription Service is engaged in service attacks or other disruptive activities.

We may suspend your access to any or all of the Subscription Services after we send you a notice of non-payment until the full amount has been paid.

You may choose to cancel your subscription early at your convenience provided that we will not provide any refunds, prepaid fees or Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term.

Transferability

You are not entitled to transfer this Agreement or any of the obligations under this Agreement to a third party except with prior written consent by us.

In case you transfer your legal form / entity to a third party, the third party shall assume all rights and obligations under this Agreement. If the third party fails to do so, you remain bound to fulfil all obligations under this Agreement.

5. Data

Client Data

Client Data will only be used in order to provide all our products and services to you. When you interact with the Subscription Service, we may collect and anonymize all data collected by you through and in our software and your Account Data. This anonymized Client Data may be used for machine learning to support and improve certain product functionalities, features and our services within the Subscription Service. We may share data with third parties provided that the information is anonymized and on an aggregated level.

Contact Data

We only process data for the purpose of operating our products and services. You are responsible for the use of your Contacts’ data and for compliance with the relevant privacy legislation. You can also be held liable if any damage is caused by improper handling of Contact Data and for access of Users to your data.

6. Intellectual Property

The Agreement is for access to and use of the Subscription Service only. You are not granted a license to any software by the Agreement.

The Subscription Service, Consulting service(s) and our other service(s) and Piggy Software are protected by intellectual property law. They belong to us and we retain all ownership rights.

You are not allowed to sell, copy, rent, lease, distribute or create derivative works based on the Subscription Service, our content, our product(s) or our service(s).

We shall not be liable for any unlawful use of content by you.

You are responsible for the legality of the use of all content with which you promote yourself through Piggy’s software.

You are not allowed to use our trademarks without our prior written permission.

We have the right to refuse or add any content which you are using to promote yourself via Piggy’s software.

We reserve the right to modify the Subscription Service or other service(s) and product(s) at any time as long as similar product(s) or service(s) are offered.

You retain your IP-rights to any images, trademarks, logo’s uploaded by you on Piggy Software. Hereby you provide Piggy the rights to use said content in any way reasonably.

7. Indemnification

In case of any third-party claim by a third party, you will indemnify, defend us and hold us and our affiliates harmless against such claims if a claim is based upon or arises out of the following actions by you or your affiliate:

1. noncompliance or breach of the Agreement

2. illegal or unauthorized use of the Subscription Service

3. your use or your affiliates use of third-party products

4. unauthorized use of the Subscription Service by any other person using your User information

If we become aware of such claims, we will notify you as soon as possible. In this case, we will provide you with all information and assistance reasonably requested by you to handle the defense of the claim. You will not accept any settlements that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these identifications or places restrictions on us without prior written consent.

8. Disclaimers and Liability

Limitation of liability

We only accept liability for damage that is the direct consequence of an attributable shortcoming in the fulfillment of an obligation of us towards you.

Our liability towards you as a result of our failure to fulfill our obligations under this Agreement or for wrongful act shall be limited per calendar year to the compensation of the direct damage and shall never exceed the total amount of remuneration fee to be paid or paid by you to us during the three months prior to the incident from which the damage arises.

We accept no liability for any indirect, incidental, punitive or consequential damages or loss of profits, revenue, data or business opportunities and (outstanding) balances on the giftcards(s).

We do not accept any responsibility and liability to you for damages suffered by you as a result of incorrect recording of data.

We and our affiliates disclaim all liability with respect to third-party products that you use. Our licensors will have no liability of any kind under this Agreement.

You understand that if you don’t agree on our limitation of liability, we would not provide the Subscription Service to you.

Force Majeure: neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (exc. pandemic restrictions); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

9. Final provisions

Provisions of the Agreement shall not apply to the extent that they conflict with any applicable provisions obligated by law. Should any provision of the Agreement be void or otherwise unenforceable, this will not affect the validity of the remaining provisions of the Agreement. In such a case, parties will negotiate in good faith to amend the relevant provisions in such a way that they are enforceable and as far as possible do justice to the parties' intentions with regard to the provision in question.

If any part of the Agreement is determined to be invalid or unenforceable provision it will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

Parties shall be obliged towards one another to hold any Confidential Information of which they become aware during the execution of this Agreement in confidence. After the conclusion of this Agreement, for whatever reason, this obligation will continue to rest with each of the parties, except insofar as it concerns information that has already become publicly known, other than as a result of a breach of the aforementioned duty of confidentiality.

All press statements and other forms of publication and communications concerning this Agreement, or matters arising therefrom, as well as the manner in which these communications are released, require the prior written approval of both parties, whereby parties will not withhold the required written approval from each other on unreasonable grounds.

We are free to conclude agreements with competing parties in the region.

You grant us the right to add your name and company logo to our website and client list.

The Agreement is governed by Dutch Law. Depending on your location some of the Jurisdiction Specific Terms will apply to you. These Jurisdiction Specific Terms form part of these Client Terms and Conditions and can be found here.

All disputes arising from or in connection with this Agreement will exclusively be submitted to the District Court of Midden-Nederland, location Utrecht.

You declare, at the time of signing the Agreement, to have reached agreement on the entire Agreement, including Subscription Service, the Order Form and all other incorporated documents.