Customer Terms of Service
Latest update July 28, 2020.
Our Customer Terms of Service govern your access and use of the Services.
This website is operated by de.foundation B.V. KvK 73816027 (“we”, “our” or “us”) and is available at theydo.io (“Site”).
You accept these Customer Terms by accessing and/or using the Services. If you are using the Services as an individual user, for example, you are invited to a workspace created by another user (“Authorized User”), the User Terms of Service (“User Terms”) govern your access and use of the Services.
These Customer Terms are binding on you from the date on which you accept these Customer Terms until the date on which your organization and these Customer Terms are terminated in accordance with their terms (“Term”).
License to use our Services
Subject to the payment of any applicable fees and you and your Authorized Users’ compliance with these Customer Terms, we grant you a non-exclusive, non-transferable, non-sublicensable (except as otherwise permitted under these Customer Terms), revocable license to access and use the Services for the Term in accordance with any Authorized User limits (as set out in your subscription), solely for your use and enjoyment of the Services, as contemplated by these Customer Terms (“License”).
You must not (and must ensure your Authorized Users do not) access or use the Services except as permitted by the License and you must not (and must not permit any other person to) use the Services in any way which is in breach of any applicable laws or which infringes any person’s rights, including intellectual property rights. We make no representation that the Services comply with the laws (including intellectual property laws) of any country outside The Netherlands and you agree that you use the Services at your own risk and we are not responsible for ensuring that the Services are compliant with the laws, regulations or obligations of any particular industry, including, particularly the healthcare industry and education industry.
Signing up to our Site
You are required to create an account (Organization) in order to create a workspace for you and your Authorized Users to access certain features and to benefit from our Services. You may sign up through the Site or through a third-party provider, such as Google. You must ensure that any information you give to us when creating an account and a workspace, including personal information, is accurate and up-to-date. Your account is personal and you must not share the account, or your login details, with any other person. It is your responsibility to keep your login details confidential. At our sole discretion, we may refuse to allow any person or business to register or create an account or workspace. You are the owner of any Organization or Workspace you create and regardless of any change in any contact details, you will remain responsible for your workspace, including activity by Authorized Users, as set out in these Customer Terms.
We may offer you a trial period designed to allow you to evaluate our Services and make sure our Services are right for you. Any trial period (and the features available during this period) can change at any time without notice. We have the right to terminate any trial organization if you are found to be misusing the Services. You may, at any time, choose to sign up for a paid subscription. If you upgrade to a paid TheyDo subscription, you will be immediately upgraded and your trial period will end. You agree that if you sign up for a trial organization, we may keep any data you input into the Services for 30 days after your trial period has ended, so that the data may still be available if you later sign up for a paid TheyDo subscription. After this 30 day period, we will delete all Customer Data provided to us in connection with the Services.
Upgrading to a paid subscription
You may choose to purchase a TheyDo subscription. A paid subscription allows you to access the Services, in accordance with the subscription you choose, and as set out on the Site.
You agree to pay us the fees set out on the Site in relation to your chosen subscription to benefit from our Services, at the intervals described in your subscription, throughout the duration of your subscription. In addition to your subscription, you may choose to purchase add-ons that will be billed as described on the Site.
In some cases, your payment date may change, for example, if payment is unable to be processed or if your subscription began on a day not contained in a given month.
We may modify the fees from time to time upon notice to you. The updated fees will apply in the next billing cycle after the change has occurred. If you do not agree to the fee change, you may cancel your subscription before the next billing cycle.
We may, in our sole discretion, agree with you different fees and/or payment terms to those set out on the Site. In this instance, the parties must agree on the fees and/or payment terms in writing and we will issue invoices to you for the fee outside of the Site and you must pay these invoices in accordance with the agreed payment terms. To the extent of any ambiguity or discrepancy between the agreed-upon payment terms and the Customer Terms, the payment terms agreed between the parties will prevail.
GST, if applicable, will be set out separately to the relevant fees. You are responsible for all tax levies or duties imposed by taxing authorities in your own country, and you shall be responsible for payment of them. We have no responsibility for them on your behalf.
Other than as expressly stated in these Customer Terms, to the maximum extent permitted by law, any fees paid are non-refundable and there will be no refunds for any unused part of your subscription.
Subscriptions automatically renew for additional periods equal to the preceding term, unless you terminate your subscription in accordance with the Termination clause below.
Upgrading or downgrading
You may upgrade or downgrade your subscription by adding or removing users at any time using the user section of the interface. If you upgrade your subscription, the payment method linked to your account will automatically be charged the fee on a prorated basis for your new subscription at the time you upgrade. If you downgrade your subscription, you will acquire credit for any unused part of the Services which will be attributed towards your next billing cycle.
If any fees owed to us by you remain unpaid 30 days after written notice of non-payment, we may, without limiting our other rights and remedies, cancel your subscription. You acknowledge and agree that canceling your subscription will result in termination of these Customer Terms, a loss of access to Customer Data, and the Services.
We will protect your Customer Data
You and your Authorized Users, may input into the Services or generate from the Services information, materials, logos, documents, and other intellectual property and we may store such information (“Customer Data”).
You are responsible for the collection, use, storage and otherwise dealing with Customer Data and personal information related to your business and your use of the Services.
A party who receives confidential information (including Customer Data) under these Customer Terms agrees not to use or permit any unauthorized use of any confidential information without the prior written consent of the other party. This clause does not apply where disclosure is required by law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with these Customer Terms, provided that the party ensures the adviser complies with the terms of this clause.
This clause survives the termination or expiry of these Customer Terms.
You own your Customer Data
You own all of your Customer Data. You grant us a worldwide, non-exclusive, license to access, use, process, copy, distribute, perform, export and display Customer Data during the Term and for a reasonable period after the Term (i) to provide, maintain, enhance, modify and update the Services for your and your Authorized User’s benefit (including backups); (ii) to prevent, diagnose or address service, security, support or technical issues; (iii) as reasonably required to perform our obligations under these Customer Terms; (iv) as required by law; and (v) as expressly permitted in writing by you.
You must at, all times, ensure the integrity of the Customer Data and that your provision of, and use of the Customer Data is compliant with all laws.
Data portability and deletion
You may access or share certain Customer Data from the Services. However, because we have multiple, complex features, and you have different retention options, you acknowledge and agree that the ability to access or share Customer Data may be limited or unavailable from time to time. We aim to ensure, that your ability to export Customer Data is not unavailable for more than 24 hours.
Following termination or expiration of these Customer Terms, we will provide a period for you to download your Customer Data, in so far as possible. You will have at least 30 days to conduct the download (“Download Period”). After the Download Period, we will have no obligation to maintain or provide any Customer Data to you and at our sole discretion, may delete all Customer Data provided to us in connection with the Service.
You’re responsible for your content and Customer Data
You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to provide your Customer Data to us and to grant the rights granted to us in these Customer Terms; and (ii) the Customer Data (and its transfer to and use by us as authorized by you) under these Customer Terms does not violate any laws (including those relating to export control and electronic communications) or rights of any third party, including any intellectual property rights, rights of privacy, or rights of publicity.
We assume no responsibility or liability for the Customer Data. You are solely responsible for the Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is your responsibility to back up the Customer Data.
You acknowledge and agree that the operation of the Services is reliant on the accuracy of the Customer Data, and the provision of inaccurate or incomplete Customer Data by you may affect the use, output, and operation of the Services.
We own our Services
All intellectual property (including copyright) developed, adapted, modified, or created by us or our personnel, including but not limited to our Services, the Site, and all other materials will at all times vest, or remain vested, in us.
We give you a license to use our Services as set out in the ‘License to use our Services’ clause above.
Unless otherwise expressly set out in these User Terms or agreed with us, you must not breach any copyright or intellectual property rights connected with the Services. This includes but is not limited to: (i) copying or using, in whole or in part, any of our intellectual property; (ii) reproducing, retransmitting, distributing, disseminating, selling, publishing, broadcasting or circulating any of our intellectual property to any third party including on social media; (iii) attempting to discover the source code or object code or underlying structures, ideas, know how or algorithms in relation to the Services, the data or documentation; (iv) breaching any intellectual property rights connected with the Services, including (without limitation) altering or modifying any of our intellectual property; (v) causing any of our intellectual property to be framed or embedded in another website without our permission; (vi) decompiling or reverse engineering, including attempting to decompile or reverse engineer, any software in the Services; (vii) undertaking or attempting to undertake any act which would otherwise constitute an infringement of our moral rights; (viii) transferring the Services to a third party or mirroring the Services on another server; (ix) creating derivative works from the Services; (x) and using the Services for competitive analysis or to build competitive products.
This clause will survive the termination or expiry of these User Terms.
You represent, warrant and agree that: (i) you have full legal capacity, right, authority and power to enter into these User Terms and to perform your obligations under these User Terms; and (ii) these User Terms constitute a legal, valid and binding agreement, enforceable in accordance with its terms.
Except to the extent that the liability arose directly from the negligent acts or omissions of us or any of our personnel, you indemnify us and our personnel against all liability that we or any of our personnel may incur and which is caused or contributed to by, whether directly or indirectly: (i) your breach of any intellectual property rights, any warranties or Customer Data provisions; and (ii) breach of any laws by you.
Despite anything to the contrary, to the extent, any liability arises in connection with your use of a specific Organisation and you can prove you are engaged as an employee of the Customer which controls that Organisation, the operation of the indemnity above is excluded.
We agree to indemnify you against liability you actually incur as a direct result of a third party claim, to the extent it is caused by our infringement of third party intellectual property rights.
Limitation of liability
You agree that, to the maximum extent permitted by law, these User Terms exclude all terms, conditions, and warranties implied by statute, in fact, or on any other basis, except to the extent such terms, conditions, and warranties are fully expressed in these User Terms.
Despite anything to the contrary, to the maximum extent permitted by law, (i) neither party will be liable for any consequential loss, indirect loss, special loss, loss of profit (including anticipated profit), loss of benefit (including anticipated benefit), loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings (including anticipated savings), loss of reputation, loss of use and/or loss or corruption of data; (ii) a party’s liability for any liability under these User Terms will be reduced proportionately to the extent the relevant liability was caused or contributed to by the acts or omissions of the other party; and (iii) our aggregate liability for any liability arising from or in connection with these User Terms will be limited to us resupplying the Services to you, in our sole discretion, to us paying you €100.
This clause will survive the termination or expiry of these User Terms.
Exclusions to liability
Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any liability caused or contributed to by, arising from or connected with (i) your acts or omissions; (ii) any use or application of the Services by a person other than you; (iii) any works, services, goods, materials or items which do not form part of the Services, or which have not been provided by us; (iv) the Services being unavailable, or any delay in us providing our services to you, for whatever reason; and/or (v) any event outside of our reasonable control.
You acknowledge and agree that you use the Site or Services at your own risk and the provision of the Site or our Services may be contingent on or impacted by, third parties, suppliers or other subcontractors (“Third Party Inputs”), and despite anything to the contrary, to the maximum extent permitted by law, we will not be responsible and will have no liability for any event outside of our reasonable control and for any default or breach of these User Terms or any law if such default or breach was caused or contributed to by any Third Party Inputs.
You may terminate your subscription and these Customer Terms at any time via the “cancel subscription” feature in your account. If you would like to delete your user account, please contact us and we will help you delete it.
We may terminate these Customer Terms at any time by providing you with 30 days written notice (“Terminate for Convenience”). If we Terminate for Convenience, we will refund you any fees paid in advance by you in connection with the unused portion of the Services.
Either party may terminate the Customer Terms on written notice to the other party if the other party breaches the Customer Terms and such breach is not cured within 20 days after the non-breaching party provides notice of the breach or if a party is unable to pay their debts as they fall due. We may terminate these Customer Terms immediately with written notice to you if we are notified, or reasonably believe, that the Services are being used by you, your personnel, or an Authorized User in violation of any material term or any applicable law.
Upon expiry or termination of these Customer Terms, we will immediately cease providing the Services, you are to pay for all Services provided prior to termination, including Services which have not yet been invoiced to you, and all other amounts due and payable under these Customer Terms and we will be entitled to permanently delete all Customer Data after the Download Period.
Any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Netherlands. The applicability of the Vienna Sales Convention (CISG) is expressly excluded.
These Customer Terms will be enforced to the fullest extent permitted under applicable law. If any provision of these Customer Terms is held to be void, invalid, illegal or unenforceable, that provision (or that part of the provision) will be severed from these Customer Terms and the remaining provisions of these Customer Terms will remain in effect.
We’ll keep the Services available
We will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding, (i) any planned downtime; (ii) any unavailability caused or contributed to by your actions or the actions of an Authorized User of yours; or (iii) any event or circumstance beyond our reasonable control. We expect planned downtime to be infrequent but will endeavor to provide you with advance notice via the Site if we think it may exceed 60 continuous minutes.
Changes to the Services
You agree that we may amend the Services (including any features) at any time. If we remove any features that will have a material impact on the Services, we will provide written notice to you. By continuing to use the Services after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Services. If you do not agree to the amendment outlined in the notice, you may terminate these Terms in accordance with the Termination clause. If you are on an annual subscription and you can demonstrate the changes to the Services have a material adverse effect on you, we will provide you with a pro-rata refund for any unused part of your annual subscription.
Changes to the Customer Terms
We may amend these Customer Terms at any time, by providing written notice to you. The amended Customer Terms will come into effect when your subscription is next renewed (in accordance with the ‘Auto-renewal’ clause above). By continuing to use the Services after the renewal of your subscription, you agree to the amended terms. If you do not agree to the amendment, you may terminate these Customer Terms in accordance with the Termination clause.
You agree that we may advertise or publicize the broad nature of our provision of the Services to you, including on our website or in our promotion material. You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and license to use your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers. You may send an email to [email protected] stating that you do not wish to be used as a reference and we will cease using your name and logo in any marketing or promotional material and public or private communication.
If you send us any feedback or suggestions regarding the Services, there is a chance we will use it. You agree that we may use feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any feedback.
Relationship of the Parties
The Customer Terms are not intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
Any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Netherlands. The applicability of the Vienna Sales Convention (CISG) is expressly excluded. Each Party irrevocably agrees that the courts of Amsterdam, the Netherlands, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
The Customer Terms, contain the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
For questions and notices, please email [email protected].