Terms of Service
Last updated: 2023-05-04
Your access to and use, through the SAAS Platform, of the Service and/or App, signifies that you have read, understood and agreed to be bound by these Terms of Service (Hereinafter referred to as “Terms of Service”, “Terms” or “Agreement”). These Terms of Service apply to all visitors, users and others who access or use the Service and/or App.
By accessing or using the Service and/or App you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access or use the Service and/or App.
This Agreement shall govern the Customers’ and each of its User’s access and use of the Service and App. This Agreement always take precedence over the terms and conditions of the Customer, even if they stipulate that they are the only valid conditions.
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.
In these terms of service, the following concepts shall have the meaning described in this article (when written with a capital letter).
- App : the Passerelle Coach App, a mobile application for connecting to the Service.
- Customer : every natural person or legal entity who orders to use the Service and enters into an agreement with us in the name of or on behalf of this legal entity. Every natural person must be at least 18 years of age in order to be allowed to use the Service.
- 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.
- 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.
- 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’s Tenant. A Customer’s Tenant can contain one or more Licenses. Furthermore, a License shall be or (i) a site license or (ii) an enterprise A site license will allow one (1) legal entity to use the Tenant on one (1) physical location for the agreed number of minutes. An enterprise license will allow an entire group or a selected group of legal entities or affiliates, controlled by the holding or mother company, as agreed with Supportsquare, to use the Tenant for the agreed number of minutes.
- License Key : a License Key is a unique key, generated by the Supplier and communicated to the Customer, uniquely identifying a Customer’s License .
- Service or Software : the online software service (SAAS Platform) which is named “Passerelle Coach” and developed and owned by Supportsquare NV and provided on the following website: https://yourTenantName.passerelle.supportsquare.io
- Source code : the Software code in human-readable form or any part of the Software code in human-readable form.
- Subscription : agreement between the Customer and Supportsquare to use the Service during the Subscription Period.
- Subscription End Date : the date on which access to the Service ends.
- Subscription Fees: the fees to be paid for the use of the Service.
- Subscription Formulas : the different commercial formulas for acquiring a Subscription of the Service.
- Subscription Period : the initial or renewed period during which the Service can be used. This can be 1 year or 1 month, as selected by the Customer when ordering the Service.
- Subscription Start Date : the date on which Supportsquare provides the Customer with access to the Service.
- Tenant : a single instance of the Software, running in a protected environment, and dedicated to one Customer.
- User : the individual who is using the Service and/or the App
2. Grant of License – Tenant – Change of Subscription
2.1 Grant of License (regular)
Subject to the terms and conditions of this Agreement (including the payment of all required Subscription Fees) Supportsquare, grants to the Customer, during the Subscription Period, a personal, non-exclusive, non-sublicensable and non-transferable License to access and use the Software, for an unlimited number of Users on the Customer’s dedicated Tenant during the limited number of minutes dedicated to the ordered Subscription Formula. Customer shall be allowed to use the Service solely for its own business purposes and as configurated in the License Key received from Supportsquare and in the manner as intended and allowed by this Agreement.
Upon request of Customer and after full payment of all relevant Subscription Fees, Supportsquare shall set up the License Key, being a site License or enterprise License, as ordered by Customer. Such License Key shall be emailed to the Customer.
If the Customer does not explicitly end the Subscription before the Subscription Expiration Date (as described in the section Term and 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.
2.2 Grant of License (trial)
Supportsquare might provide You with the right to start using the Service during a trial period of maximum thirty (30) days. In such event the following will apply. The granted license is a Trial License. You, as a potential Customer and your Users will get full access to the Service and/or the App during this trial period, free of charge. You may only use the Trial License to demonstrate and internally evaluate the Service and/or App.
After or during the trial period, you can enter into a definitive agreement and purchase a Subscription.
After the purchase and payment of a Subscription, in accordance with one of the Subscription Formulas, the Trial License will be converted into a regular License, and the terms and conditions as outlined in section 2.1 will apply. Any existing data in the Customer’s Tenant is maintained and reusable.
Customer shall be able to access and use of the Software through the Tenant.
The Customer shall be solely responsible for every use and activity of the Tenant.
Besides a Tenant, Customer receives also the License Key, which manages the use of the Service by the Customer in accordance with the purchased Subscription Formula.
Each Tenant belongs to one (1) Customer and may therefore not be shared with other persons, companies or legal entities.
Customer shall be solely responsible and liable for the protection and security of the Tenant and its use. In this context, the Customer, and every User must ensure the confidentiality of the login-data, such as the password. Each loss or misuse of such login-data may therefore lead to liability towards Supportsquare.
Furthermore, it is strictly forbidden to:
- Ask for the login-data of other users;
- Login onto one other’s Tenant;
- Use the Software in a fraudulent manner (e.g. the use of a false account and/or providing false information is considered as fraudulent use);
- Pretend to be another (legal or natural) person when using the Tenant and/or Software without the necessary permission. Such action may lead to civil and criminal sanctions.
Customer must immediately (i) penalize or sanction any improper and unauthorized use and (ii) immediately inform Supportsquare in writing of such use and of every controversial registration it notices.
In case of misuse, Supportsquare may issue a notification to the Customer, that may lead to temporary and/or perpetual suspension and/or removal of the Tenant and its Users. In any event, Supportsquare shall not be liable for any loss or damage arising from Customer’s failure to comply with the above requirements.
2.4 Change of Subscription
The initial Subscription formula is explicitly mentioned in the confirmation mail that Supportsquare send to the Customer after order receipt.
At all times the Customer can upgrade the initial Subscription Formula to a higher Subscription formula. 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 Formula to a lower Subscription Formula will be admitted as long as the initial Subscription Period has not ended.
3. Use of Service/Software and restrictions
For as long as this Agreement remains in effect, Customer can make use of the Software within the scope of the License, Subscription Formula and the Tenant of Customer, of which the scope is determined when ordering the Subscription. The scope of such usage rights can be limited or extended during the Term of the Agreement.
Customer acknowledges that only his Users may use the Software and this for Customer’s business purposes solely and in compliance with all applicable laws, rules and regulations issued by governing authorities. Customer agrees that compliance with this article is an essential basis of this Agreement.
Use of and access to the Service by Customer presupposes an Internet connection and the use of a the latest version of a modern web browser (such as but not limited to the most recent version of Google Chrome). If an obsolete web browser is used, Customer may not be able to use all functions of the Software or these functions may not operate optimally.
Customer shall be fully responsible and liable for compliance with the terms and conditions of this Agreement, as well as for the acts and omissions of all Users who make use of the Software through the Tenant. Customer shall not authorize access to or permit use of the Software by persons other than the Users.
In addition to the above, Customer ensures Supportsquare that all content, text, images, photos, videos, designs, graphics or other material that it or its Users place or use on the Software are owned by Customer, or that Customer has sufficient rights to it. Customer guarantees that this content, images, photographs, videos, graphics or other material are not illegal, nor obtained unlawfully or in breach of public order.
Customer agrees not to misuse the Tenant, Service and/or Software and shall thus not, without this list being exhaustive:
- transfer, pledge, assign or sublicense the license rights to any other person or entity and acknowledges that any attempted transfer, assignment or sublicense shall be void;
- copy or make available the Software onto any public or distributed network, other than as allowed under this Agreement;
- make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or permit third parties to do the same;
- reverse engineer or decompile, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law;
- use or permit the Software to be used to operate in or as a time-sharing, outsourcing, service bureau, application service provider or managed service provider environment;
- disclose, provide, or otherwise make available trade secrets or other Supportsquare or third party confidential information contained within the Software in any form to any third party without the prior written consent of Supportsquare;
- remove, obscure or fail to reproduce in any copyright, trademark or other proprietary rights notice contained in the Software;
- use the Software for illegal purposes or in an illicit manner or place any illegal content on the Software;
- export, directly or indirectly, the Software in violation of any applicable export or import laws or regulations or use the Software for any purpose prohibited by such laws or regulations.
- Use the Software to conduct or promote any illegal activities;
- Use the Software for the transfer of “junk mail”, “spam”, “chain mail”, “phishing” or other undesired mass circulation of e-mails;
- Use the Software to stalk, harass or harm another individual;
- Disturb the good operation of the Software. This includes that Customer should refrain from the use of viruses, worms, Trojans or other software that may infringe the services and interests of both Supportsquare and its customers. Customer should also refrain from any content that may burden or disturb the websites infrastructure and its proper functioning;
- Add content that can be described as not-appropriate regarding the aim of the Software;
- Circumvent the business-model of Supportsquare;
- Use the Software – partly or integrally –in any manner that may give a false or misleading impression, attribution, or statement as to Supportsquare, or any third party.
4. Intellectual property rights
Exclusive Ownership and Proprietary Notices. All rights, title, and interest to any intellectual property rights embodied in or related to the Software (such as, but not limited to, patents, trademarks, copyrights and trade secrets) shall remain exclusively with Supportsquare. No license or other right of any kind, whether express or implied, is granted with respect to the Software, to any intellectual property rights embodied therein or related thereto, or to any other intellectual property rights of Supportsquare, except for the limited license expressly set out above in this Agreement.
Supportsquare states and the Customer acknowledges and agrees that some parts of the Software may use or include open source software, for which specific license terms and conditions shall apply, including the ownership in the intellectual property rights of such open source software .
This is a license, not a transfer of title, to the Software, and Supportsquare retains ownership of all copies of the Software. Customer acknowledges and agrees that the Software contains trade secrets of Supportsquare, its suppliers or licensors, if any, including but not limited to the specific internal design and structure of individual programs, modules and associated interface information.
Customer does not receive any right to use any trademarks, tradenames or brand names of Supportsquare without the explicit written approval from Supportsquare.
5. Customer data, data protection
5.1 Ownership and permitted use.
As agreed between Supportsquare and Customer, all Customer Data is Customer’s property. Customer grants Supportsquare a non-exclusive, worldwide, royalty-free license to process, reproduce, display, copy, communicate, and otherwise use Customer’s Data solely to the extent necessary to perform its obligations or to enforce its rights under this Agreement.
Both Parties shall ensure, in accordance with the requirements of the GDPR (General Data Protection Regulation, (EU) 2016/679) and the relevant privacy and data protection regulations, at their respective facilities and systems, to establish and maintain appropriate administrative, technical and physical measures and controls to (i) ensure the ongoing confidentiality, integrity and availability of Customer Data, (ii) restore the availability and access to Customer Data in a timely manner in the event of a physical or technical incident; (iii) have in place the process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing through the Software.
5.3 Compliance with privacy laws.
5.4 Customer responsibility and obligations regarding Customer Data.
Customer acknowledges and agrees that the Software is not designed to serve as master storage of Customer Data and Customer is responsible for ensuring that master copies of Customer Data are stored in a separate system.
Customer retains complete control over the usage of the Software and Supportsquare will not be responsible or liable for any deletion, corruption, damage, destruction, or unintended exposure of Customer Data due solely to acts or omissions of Customer and its Users.
Customer represents and warrants that all personal data included in the Customer Data is collected, transferred, used in compliance with all applicable privacy laws and regulations.
6. Fees – invoices – payment terms.
Customer shall pay the Subscription Fees and amounts as specified in the Subscription Formula and the purchase agreement and the related invoices, and as specified in this Article. The Customer’s orders should clearly specify the Subscription Formula, Subscription Period and duration, and the (email) address where to send the invoices.
6.1 Subscription Fees
The Customer will pay to Supportsquare the Subscription Fee per License, based on the Subscription Formula and the Supportsquare pricing scheme. These Subscription Fees will be paid in advance for each Subscription Period, as specified in the Purchase Agreement. All Subscription Fees mentioned are in EURO and VAT excluded.
Each Subscription contains a maximum 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 Formula.
Beside a yearly indexation or price adaptation, Supportsquare reserves the right to adapt the pricing of the Subscription Formulas during the Term of this Agreement, in the event that external factors influence the prices. The Customer will be notified at least two (2) months in advance of any price adaptation. In the event the Customer does not accept the proposed price change, it shall have the right to terminate this Agreement with a thirty (30) days’ prior written notice.
6.2 Invoices – Payment terms
All invoices will be sent to the Customer in an electronic way to the email address specified by Customer during the purchasing process of the Software. The Customer should inform Supportsquare in due time, if the email address to which the invoices are to be sent changes.
In the event that the invoice was not received in Customer’s mailbox, Customer shall not be relieved from its obligation to pay the invoiced amount in due time.
Invoices will be send yearly or monthly, depending on the ordered Subscription Period, but always prior to the Subscription Start Date. All invoices must be paid by Customer before the start of the actual use of the Software as defined/selected by the Customer during the purchasing process.
For a yearly subscription a renewal invoice is sent one (1) month before the Subscription Expiration Date. The invoice should be paid within thirty (30) days after invoice date.
For a monthly subscription a renewal invoice is sent fourteen (14) days before the Subscription Expiration Date. The invoice should be paid within fourteen (14) days after the invoice date.
An invoice can only be disputed by sending an email to firstname.lastname@example.org within eight (8) working days after the invoice date. Invoice number & date, and a detailed reason for dispute should be included. However, any dispute does not discharge the Customer from his obligation to pay the undisputed part. If Customer’s payment of an invoice is received without dispute, the invoiced amount is considered to be accepted.
If the Customer terminates the Subscription, the amounts already paid to Supportsquare shall not be reimbursed, irrespective of whether the payment is related to a monthly or yearly Subscription.
6.3 Late or Non-payment
In the event of non-payment, the balance due should be paid in one time, 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.
Supportsquare may immediately suspend the use and access of the Software, the App and all other related services if the Customer fails to pay the invoices in due time.
Customer agrees to indemnify, defend and hold Supportsquare, its suppliers, licensors, agents, officers, directors and employees harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by said parties, in connection with or arising out of Customer’s (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of Supportsquare and/or any third party, or (c) the use or misuse of the Software, the App and/or its access or usage rights.
If Customer and/or the User of the Software or App does not use the Software or App as specified in this Agreement or do use the Software or App for any illegal purposes or if Customer and/or the User place any illegal content on the Software, Customer shall hold Supportsquare harmless and shall fully indemnify Supportsquare against any and all claims, damages, losses, costs and fees, incurred by Supportsquare.
Subject to the limitation of liability as stated in section 9, Supportsquare agrees to indemnify, defend and hold the Customer harmless from and against all direct damages, arising from any third party claims asserted against the Customer that are based in part or in whole on infringement, misappropriation or alleged infringement or misappropriation of any patent, trademark, copyright, know-how, trade secrets, or other intellectual property right of such third party by the Software, as used by the Customer in relation with this Agreement. In the event of such a third party claim, Supportsquare may, at its option and at its own cost and expense either:
(i) Obtain for the Customer a license or other right for continued use of the Software;
(ii) Modify the Software and/or Service in such a way that they shall no longer infringe upon or misappropriate any third party (intellectual property) right
(iii) Replace the Software and/or Service with another non-infringing product and/or services while retaining the same “form fit” and functionalities.
8. Warranty – Availability
Supportsquare warrants that the Software shall substantially conform to the specifications and that it shall be free from material non-conformities or defects for a period of three (3) months after delivery of the License Key to the Customer (the “Warranty Period”).
Although Supportsquare does not guarantee that the Service will be error free or without defects, nor that it will have a 100% availability , it shall ensure that in the event a defect or error is discovered in the Software or in the event of an unavailability, such defect or unavailability shall be remedied within the shortest delay possible. As Customer’s exclusive remedy in the event of any warranty claim hereunder, Supportsquare will, during the Warranty Period: (i) provide best efforts to make any corrections needed to correct or cure such nonconformity, defect or breach; (ii) replace the Software or part thereof, in lieu of curing such nonconformity, defect or breach; or (iii) re-establish the connection to the Service or (iii) if Supportsquare determines that neither of the foregoing is commercially practicable or reasonable, provide a discount on the sums paid to Supportsquare by the Customer with respect to such nonconformity or defect in the Software or provide a discount on the sums paid for the period of time that the Service was completely unavailable for use by the Customer.
Supportsquare shall do its best efforts to have the Service available at least 99,5% of the time over a year. This is a target availability and no firm commitment from Supportsquare. From the availability shall also be excluded scheduled maintenance, which shall normally be indicated with a 24 hours’ notice.
EXCEPT FOR ANY WARRANTIES GIVEN UNDER THIS AGREEMENT, THE SOFTWARE AND APP ARE PROVIDED WITHOUT WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING WITHOUT LIMITATION WARRANTIES THAT IT IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE, ACCURATE, OF CERTAIN QUALITY, NON-INTERFERING OR NON-INFRINGING. ANY SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY SUPPORTSQUARE, ITS SUPPLIERS AND LICENSORS.
9. Limitation of Liability.
IN NO EVENT WILL SUPPORTSQUARE, ITS SUPPLIERS, LICENSORS, AGENTS, OFFICERS, DIRECTORS OR EMPLOYEES BE LIABLE FOR ANY LOSS OF REVENUE, PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR OTHERWISE AND EVEN IF SUPPORTSQUARE OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Notwithstanding any damages that a Party might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or otherwise), the total aggregate liability of either Party under any provision of this Agreement and the other Party’s exclusive remedy hereunder shall be limited to the equivalent of the total amount paid to Supportsquare by Customer for the use of the Software during the preceding twelve (12) months, provided however that this limitation of liability shall not apply in the event of fraud, wilful misconduct and/or gross negligence
The foregoing disclaimers, limitations and exclusions shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
All information (including but not limited to all information of financial, commercial, legal, fiscal, social, technical and organizational nature, business and trade secrets, business partner, customer and supplier data, employee data, personal data, programs, Source Codes, computer programs, computer code, modules, scripts, algorithms, features and modes of operation, inventions (whether or not patentable), processes, schematics, testing procedures, software design and architecture, design and function specifications) exchanged between parties prior to entering into this Agreement as well as during the term of this Agreement shall be considered confidential and be treated by each party with the utmost secrecy and thus more specifically the recipient shall:
- Solely use the confidential information for its own account and under the utmost secrecy;
- Not use, reproduce, or allocate the confidential information in any manner or for any other purpose than the (possible) cooperation between parties;
- Not engage in, nor authorize others to engage in, the reverse engineering, disassembly or the decompilation of any of the confidential information;
- Not divulge, disclose or make the confidential information, of which it has knowledge, available to any third party, without the express written consent of the disclosing party;
- Disclose such confidential Information only to those employees who need to know such information, and the recipient certifies and warrants that these employees have previously agreed, as a condition to employment, to be bound by terms and conditions substantially similar to provisions applicable to the recipient under these terms of service.
The obligations, as determined in the previous paragraph, are not applicable to the following information:
- Information, which is publicly available, publicly spread and/or known by the general public at the time of its communication;
- Information which is obtained in a lawful manner by the recipient on a non-confidential basis from any party other than the disclosing party, whereby such third party is at its turn not bound by any confidentiality agreement with the disclosing party;
- Information which disclosure/announcement is required by law or by a court or other government decision (of any kind). In such case the recipient shall, prior to any disclosure/announcement discuss the scope and manner of such disclosure/announcement with the disclosing party.
This confidentiality obligation applies during the term of this Agreement and will continue to exist for a period of five (5) years starting from the termination of the Subscription Period for any reason whatsoever.
The disclosing party shall remain at any moment the sole owner of its confidential information. Except as expressly set forth herein, nothing in this Agreement or the relationship between parties shall grant to the recipient any rights to or interest in the confidential information, and no implied licenses are granted by this Agreement.
This confidentiality obligation shall, however, in no event imply that Supportsquare shall not be entitled to use and/or commercialize any ideas, input, feedback received from Customer, which may serve to improve and/or expand the Software and/or App.
11. Support – Helpdesk
In the event Customer is in need of assistance or has an enquiry with respect to the Software, Customer is advised to first consult the Software support page.
If the information provided on the Software support page does not provide the required assistance, Customer may contact the Supportsquare helpdesk free of charge. The Supportsquare helpdesk shall be available via email (email@example.com).
The Supportsquare helpdesk will do its best efforts to assist the Customer as soon as reasonably possible following the requested support.
Customer will bear the costs made as a result of unjustified complaints and/or enquiries.
12. Availability, regular maintenance and updates
In the event of problems with the availability of the Service and/or the Tenant, Supportsquare undertakes its best effort to solve such issue as soon as reasonably possible to ensure the optimal availability and access to the Service, however without providing any guarantee on the resolution time. In any case and where appropriate, Supportsquare shall be free to determine on what is to be considered an adequate and reasonable solution or compensation for its Customers in this respect.
Supportsquare wishes to keep the quality of the Software high by performing maintenance activities and implementing updates on a regular basis. Supportsquare undertakes to minimize the impact of such maintenance activities and updates on the availability of the Software but does not exclude any downtime, restricted access or non-availability in this respect. In any case Supportsquare undertakes its best effort to inform Customer thereof in due time, unless this is impossible or not useful, such as in cases of actual or suspected security breaches or other emergency cases.
The above-mentioned maintenance services give no grounds for compensation to be paid by Supportsquare to Customer.
13. Changes of the services
Supportsquare has the right to change at any time the offer and composition of its Service, Software, including its modules and/or features. In such event, Supportsquare will inform the Customer thereof within a reasonable term prior to such change through a notification in the Service or the Software. In the event Supportsquare removes modules and/or features from its Service or Software, which are or were essential or detrimental for the Customer to have entered into this Agreement, the Customer shall be allowed to terminate the Agreement with a thirty (30) days’ prior written notice.
14. Term and Termination.
14.1 Term – Renewal
This Agreement and the License and usage rights granted herein shall remain effective for the Initial Subscription Period, as specified in the purchase order or order confirmation by Supportsquare.
After the Initial Subscription Period, this Agreement shall automatically renew for successive new periods 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, as specified in this section.
The Customer may terminate the Subscription for any reason by written notification. Such notification must be send to Supportsquare by registered letter or by email (firstname.lastname@example.org) at least three (3) months prior to the expiry of the Initial Subscription Period in case of a Yearly Subscription, or at least one (1) month prior to the expiry of the Initial Subscription Period in case of a Monthly Subscription.
Every Termination notice sent to Supportsquare without compliance with the above-mentioned notice period, shall be without object. The Subscription Period will automatically be prolonged, Customer is obliged to pay the invoice of such 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.
Customer’s rights under this Agreement will terminate immediately with a thirty (30) days prior written notice from Supportsquare if Customer fails to comply with any provision of this Agreement, and such breach has not been remedied by Customer within seven (7) days after the date of the notice of default. Customer’s rights under this Agreement will also terminate immediately without notice from Supportsquare if Customer enters into insolvency, bankruptcy and/or similar liquidation procedures.
Furthermore, rights and obligations under this Agreement which are intended, by their terms or by necessary implication, to survive the expiration or termination of this Agreement will so survive. Supportsquare will not be liable in respect to any damage caused by the termination of this Agreement.
Customer is not allowed to assign this Agreement. Supportsquare is allowed to assign this Agreement or any rights hereunder to any third party, without giving prior notice thereof to Customer.
If any portion hereof is found to be void or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect.
17. Force majeure/hardship
Supportsquare, and Customer shall not liable for any failure to meet its obligations if this failure is due to force majeure or hardship.
Usual events of force majeure or hardship include: all circumstances that at the time of the conclusion of the agreement were reasonably unforeseeable and unavoidable, and which prevent either Party from performing this Agreement, or which would make the performance of this Agreement more difficult, financially or otherwise, than would normally be the case (including but not limited to war, natural disasters, fire, seizure, delays with or bankruptcy of third parties engaged by Supportsquare, shortage of staff, strikes, organizational circumstances and threat or acts of terrorism, breakdowns or failures in telecommunication and internet connections).
The aforementioned situations entitle such Party to suspend its obligations under this Agreement by simple written notice to the other Party, explaining the reasons of force majeure, without being liable to pay compensation. If the situation of force majeure and/or hardship lasts longer than one (1) month, either Party will be entitled to terminate this Agreement.
The failure of Supportsquare to exercise any right under this Agreement may only be construed as a toleration of a particular situation and shall not give rise to a forfeiture of rights.
19. Entire agreement
Except as expressly provided herein, this Agreement constitutes the entire agreement between the parties with respect to the license of the Software, Service and App and supersedes any conflicting or additional terms contained in any purchase order or elsewhere.
Unless expressly agreed otherwise, Customer acknowledges that the language of this Agreement will also be the working language in all commercial transactions with Supportsquare.
The original language of this Agreement is English. Translations or documents drawn up in a different language will always be regarded as a bonus for Customer. In the event of any conflict, the English version will always prevail.
21. Governing Law – Jurisdiction.
This Agreement shall be governed and construed in accordance with Belgian law. In case of litigation, the competent courts will be those of Gent – Belgium.
22. Change of terms
Supportsquare reserves the right to change the terms of this Agreement whenever it wishes to do so by a change on its Website. Supportsquare undertakes to notify Customer thereof through (i) an announcement on its Website within a reasonable term prior to the application of the amended terms of service and/or (ii) through a direct communication to Customer.