Terms of service

*** END USER LICENSE AGREEMENT ***

IMPORTANT: PLEASE READ THIS LICENSE CAREFULLY BEFORE USING THIS SOFTWARE.

1. Introduction  

1. These terms of use (this “Agreement”) apply to your use of ROGER365.io., an omnichannel contact center solution for Microsoft Teams. No other terms of use 3shall be binding upon us unless accepted by us in writing. Your acceptance of this Agreement creates a binding agreement between you, the company which online enrolled into ROGER365.io, on the one side and us on the other side. “We” “us” or “our” refers to ROGER365.io B.V., Elektronicaweg 37, 2628XG Delft, the Netherlands.

2. ROGER365.io reserves the right to amend this Agreement at any time. Amendments shall be applicable upon thirty (30) days’ notice to you.

2. Right to use ROGER365.io

1. Subject to your compliance to the Agreement, your employees may use ROGER365.io via your Microsoft Teams tenant, your website or any other website agreed between the parties from time to time. This right of use is non-exclusive, non-assignable, non-transferable and is limited by and subject to this Agreement. ROGER365.io may only be used for omnichannel communication purpose for which ROGER365.io has been made available as stated in the user documentation. ROGER365.io is designed for use by natural persons.  

2. In ROGER365.io you may grant administrator rights to individuals (“administrators”) in your organization. Administrators may manage ROGER365.io for your company, create and manage user accounts and attribute authorization levels to users or groups of users. These authorization levels determine to which functions in ROGER365.io a user has access.  

3. If and insofar as we make third-party software programs or tools available to you as part of ROGER365.io, the license terms of the third-part(y)(ies) concerned shall apply in the relationship between us and you with respect to said third-party software programs or tools instead of the terms of this Agreement that differ from those third-party license terms. A current overview of said third-party software programs and tools, including applicable third-party license terms, is available via the ROGER365.io admin portal]. You will comply with any such terms and conditions. If and insofar as, for whatever reason, the third-party license terms referred to above are deemed not to apply or are declared inapplicable in the relationship between us and you, the terms of this Agreement shall apply in full.

3. Provision of our services  

1. During the term of the Agreement we shall make ROGER365.io available on an ‘as is’ basis.  

2. We do not warrant that: (i) the use of ROGER365.io will be uninterrupted or error-free nor that it will be suitable for use with other systems or your hardware; (ii) that ROGER365.io and/or the information obtained by you through ROGER365.io will meet your requirements; (iii) ROGER365.io will be free from a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity or availability of ROGER365.io, or viruses.  

3. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that ROGER365.io and documentation provided by us may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4. Based upon our reasonable judgement and in our sole discretion, including but not limited to in the case of (suspected) misuse, violation of this Agreement or our user instructions or fraud, we may; (i) adapt or limit the functionality of ROGER365.io, (ii) block access to ROGER365.io, (iii) block a certain user or account; or (iv) terminate (in Dutch “opzeggen”) this Agreement.

4. Your obligations  

1. You shall and insofar necessary will make sure your users shall:

(a) be responsible for making itself sufficiently familiar with ROGER365.io, its functionalities and its performance before using ROGER365.io;

(b) provide us with:

(i) all reasonably necessary co-operation in relation to this Agreement; and

(ii) all necessary access to such information as may be required by us;  

(c) comply with all applicable laws and regulations with respect to its activities under this Agreement;

(d) obtain and shall maintain all necessary licenses, consents, and permissions necessary for us, our contractors and agents to perform their obligations under this Agreement;  

(e) ensure that its network and systems comply with the relevant specifications provided by us from time to time; and

(f) be, to the extent permitted by law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications or caused by the internet.

2. You are responsible for your users and administrators use of ROGER365.io and for the log-in data consisting of usernames and passwords assigned to your users and administrators. With respect to the use of ROGER365.io You especially:

(a) must ensure that only authorized users are given access to ROGER365.io.

(b) are responsible for all use of the administrator function within ROGER365.io.

(c) are responsible for keeping login credentials confidential and secure.  

(d) must notify us immediately if you suspect misuse of ROGER365.io or of its accounts, or becomes aware that login details have not been kept secure or confidential, you.

3. You agree and warrant that you and your users do not: (i) copy, modify, translate, or reverse engineer any portion of ROGER365.io (unless permitted by law); (ii) use any robot, spider, software agent or other automated device to use, monitor or copy ROGER365.io, or parts thereof; (iii) reformat or frame any portion of ROGER365.io; (iv) interfere with the access of any other users of ROGER365.io to it; (v) transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature through ROGER365.io; (vi) use ROGER365.io to violate the security of any computer network, crack passwords or security encryption codes; or (vii) use any device, software or routine that interferes with the proper working of ROGER365.io.

5. Fees and payment  

1. You shall timely pay the rates as specified on the agreed quotes, unless agreed otherwise in writing.

2. We have the right to block access to ROGER365.io or terminate (in Dutch “opzeggen”) the Agreement in the event you fail to pay us the applicable fees on time. Early termination of this Agreement by us in accordance with this clause does not entitle you to any refund from us or relieve you from your obligations hereunder.

3. You will bear the costs of your own IT systems and telecom connections and software necessary to use ROGER365.io.

4. All fees offered and agreed by us are stated in the currency specified in the registration form and are exclusive of turnover tax (VAT), sales taxes and other government taxes levied with respect to the delivery of goods and/or the provision of services.  

5. During the term of this Agreement, we shall be entitled to adjust our fees every year, in line with the prices in the market. We shall notify you of any changes in our fees.

6. If you disagree with an invoice from us, you shall notify us accordingly within 10 days after the invoice date, stating the reasons for its objection. If you dispute an invoice, such dispute does not suspend your obligation to pay the invoice (on the basis of 6:52 or 6:262 of the Dutch Civil Code or otherwise) or to set-off any amount without prior approval.  

7. If the agreed term of payment is exceeded, you shall be in default by operation of law, without a prior demand or notice of default being required from us. As from the moment you are in default, you shall owe us default interest equal to the statutory interest for commercial contracts, plus compensation of the extrajudicial collection costs.  

8. Rights granted to you in this Agreement shall only be conferred or transferred to you under the condition that you fully and timely pay the invoiced fees in the manner set forth above.

6. Ownership of data

1. You are and will remain the sole owner of all data that you input in ROGER365.io.  

7. Rights of intellectual property

1. All rights of intellectual property in ROGER365.io, including, copyrights, trade mark rights, database rights and tradename rights and other items used by ROGER365.io, are owned by us and/or our licensors. This also applies to any changes in the settings in ROGER365.io made by or on behalf of your company. Except as expressly stated in this Agreement, this agreement does not grant you any rights to such intellectual property rights. Insofar any such intellectual property rights nonetheless vest you, you herewith, now for then, transfer such rights to us and we will accept such rights.

8. Security and confidentiality  

1. You are aware that ROGER365.io is hosted in a Microsoft Azure environment and is subject to the security measures of Microsoft Azure. We will use reasonable efforts to secure ROGER365.io against unauthorized access and modification but cannot guarantee that unauthorized access or modification will not occur. You are also required to secure your accounts against unauthorized access.  

2. We undertake to keep confidential the information that you process in ROGER365.io and your use of the Platform. Without prejudice to the foregoing, we have the right to use the results obtained from your use of ROGER365.io in an anonymous form for statistical and analytical purposes, including improving ROGER365.io.

3. You shall not breach the security measures built into ROGER365.io and you shall not access or attempt to access the source codes of the underlying software.

9. Personal Data

1. We adhere to our privacy policy. What is included in ‘Section 2. Standard clauses on data processing’ of our general terms and conditions is applicable if we process personal data in the context of the performance of this Agreement.  

2. You shall comply to all applicable personal data legislation.  

3. Notwithstanding any other provision of this Agreement, you are fully responsible for the data processed through the use of ROGER365.io. You also understand and agree that the data that you process through ROGER365.io is not illegal and does not infringe the rights of third parties.

10. Limitation of liability

1. To the fullest extent permitted by law, our total liability, whether in contract, tort or otherwise, in connection with direct loss in the performance or contemplated performance of the Agreement shall be limited to the lesser of the following amounts:

(a) the amount that the insurer of our liability insurance will actually pay for the claim in question;

(b) EUR 10,000.

2. By ‘direct loss’ shall exclusively be understood:

(a) reasonable expenses incurred in preventing or reducing a loss; and

(b) reasonable expenses incurred in determining the cause and extent of the loss insofar as such determination relates to any direct loss within the meaning of the Agreement.

3. Our liability for indirect loss is excluded, including consequential loss, loss of profits, lost savings, reputational harm, costs of employees, damages to business partners and your users or other customers of you, loss of data and loss caused by interruption of operations.

4. Unless performance by us is permanently impossible, we are only liable for an imputable failure in the performance of the Agreement if you promptly serve us with a written notice of default, granting us a reasonable period of time to remedy the breach, and we should still imputably fail to meet our obligations after that reasonable term has passed. The notice of default must describe our failure as comprehensively and in as much detail as possible so that we have the opportunity to respond adequately.

5. The right to compensation is subject to you reporting the loss to us in writing and with sufficient grounds, immediately, but at the latest within 1 month after it has arisen.

6. The limitations and exclusions referred to in this clause will not apply in the case of:

(a) willful intent or gross negligence; and

(b) damage resulting from death or injury.

11. Indemnity

1. You shall defend, indemnify and hold harmless us against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and legal fees) arising out or in connection with the use of ROGER365.io by you and your users.  

12. Force majeure

1. We do not have to fulfil our obligations under the Agreement and have no liability if there is a force majeure situation.  

2. By force majeure parties understand the situation where non-performance cannot be attributed to us because it is not due to our fault, nor is for our account pursuant to law, legal act or generally accepted practice. In any event, the following events constitute a force majeure event: non-performance because of defects in software, ROGER365.io or materials from third parties on which we have no influence (including those referred to in clause 2), shortcomings or outages of third parties (e.g. Microsoft Azure, Microsoft Teams, Microsoft Graph API and all other Microsoft provided services, WhatsApp, Facebook, Twitter etc), government measures, power failures and other failures that affect the infrastructure that the parties use to provide ROGER365.io, breakdown of the internet, computer network or telecommunications ROGER365.io and network attacks, including DoS or DDoS attacks.

13. Subcontracting and Assignment  

1. We will be entitled to engage subcontractors for the performance of the Agreement.

2. You are not permitted to assign, delegate or otherwise transfer the Agreement or any rights hereunder.  Any such attempted assignment, delegation or transfer will be null and void. We are permitted at our sole discretion to assign the Agreement or any rights or obligations hereunder to any third party, without giving prior notice.

14. Term and termination  

1. This Agreement will last for a term of 12 months. This Agreement will automatically renew for successive 12 months periods, unless terminated (in Dutch “opzeggen”) by either party by giving the other party at least 3 months’ notice prior to the end of the current term.  

2. Either party shall be entitled to terminate (in Dutch “opzeggen”) the Agreement by written notice to the other if:  

(a) the other party materially fails to comply with the Agreement and has failed to remedy such failure within a reasonable period of 30 days after the other party's request; and

(b) if the other party is declared bankrupt by a final and binding legal decision, or if the other party's company is liquidated or ended, other than as a result of a merger or division of companies.

3. We may terminate (in Dutch “opzeggen”) this Agreement if the control over you changes. “Control” means directly or indirectly, possessing greater than fifty percent (50%) interest in you or the right to direct the management of you.

4. In the event of the termination or expiration of the Agreement for any reason:

(a) all claims of us against you will be immediately due and payable;

(b) there will be no refund of any (pre)paid fees and no obligation will come into existence to reverse (undo) anu and all obligations that have been performed before the termination of the Agreement (in Dutch “ongedaanmakingsverplichting”), as meant in article 6:271 Dutch Civil Code; and  

(c) your right to use the ROGER365.io ends immediately by operation of law without us being liable for damages, costs or expenses.

5. You may not rescind (in Dutch “ontbinden”) this Agreement for whatever reason on the basis of article 6:265 Dutch Civil Code or otherwise.  

6. The rights and obligations of the Agreement shall survive the termination of the Agreement - for whatever reason - if by their nature they are intended to continue (including rights of intellectual property; liability; confidentiality; applicable law and competent court).

15. Applicable Law and Forum  

1. This Agreement is governed by the laws of the Netherlands. Applicability of the Vienna Convention 1980 (The United Nations Convention on Contracts for the International Sale of Goods (CISG)) is excluded.  

2. Any disputes that may arise from this Agreement and/or from any further agreements deriving from this Agreement are resolved by arbitration in accordance with the Arbitration Regulations of the Foundation for the Settlement of Automation Disputes (Stichting Geschillenoplossing Automatisering – SGOA –  (www.sgoa.eu), this without prejudice to either party’s right to request preliminary relief in preliminary relief proceedings or arbitral preliminary relief proceedings and without prejudice to either party’s right to attach property before judgment. Arbitration proceedings take place in Amsterdam, or in any other place designated in the Arbitration Regulations.

If you have any questions or comments, please send an email to info@roger365.io.

‍