Terms & Conditions
Last Version February 2022
These general terms and conditions govern the offering, sale and delivery of all services from or on behalf of Compleye to the Client (as defined below) and apply to all transactions and agreements relating to services provided by Compleye.
- Interpretation and DEFINITIONS
- In the event of any ambiguity, conflict or inconsistency between the terms in these Conditions and any other terms agreed as part of an Agreement, these Conditions will govern and control, unless explicitly agreed otherwise in writing.
- In these Conditions, the requirement to present information in ‘writing’ or otherwise in ‘written’ form, can be met by sending such information via email.
- In these Conditions, all capitalized terms shall have the meaning as set forth below.
Agreement: any agreement between Compleye and a Client concerning Services;
Authorized User: each unique employee, contractor or other person nominated by the Client to be granted access and use of the Services, each with unique identifications for access.
Conditions: these general terms and conditions, or, as soon as these are published on the website of Compleye, any updated version of these terms and conditions.
Confidential Information: all information and data disclosed (whether orally, in writing, by electronic means regardless of whether specifically identified as confidential) by Parties concerning the other Party’s business or related thereto – including analyses, compilations, forecasts, reports, studies and other documents and also the Agreement and the existence thereof.
Client: any party that concludes an Agreement with Compleye regarding certain Services.
Fees: all fees as specified in an Order, an Agreement or otherwise agreed to be payable by the Client to Compleye.
Force Majeure Event: shall have the meaning as described in Article 6:75 of the Dutch Civil Code (in Dutch: ‘Burgerlijk Wetboek’).
GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC ( General Data Protection Regulation).
Intellectual Property Rights: all intellectual property rights, including but not limited to copyrights, trade secrets, trademarks, patents, inventions, designs, logos and know-how, whether or not registered and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of them, which may subsist anywhere in the world.
Order: a communication in which the Client orders certain Services, including order forms received in writing (including email) or an online electronic order, specifying the Services to be provided to the Client as per the Client’s request.
Party or Parties: Compleye and the Client individually respectively together.
Personal Data: all personal data within the meaning of the GDPR that Compleye may receive from Client or otherwise process under the Agreement.
Service Level Conditions: the additional terms and conditions that apply to the provision of Support in addition to these Conditions.
Service(s): any and all services, including access to the Platform, Software, Support or Compliance Session or Compliance Services, to be provided by Compleye to the Client as agreed between the Parties.
Software: the software used or made available to the Client as part of the Services.
Support: the support services, subject to specific Service Level Conditions, as may be agreed between Parties following a separate Agreement to that effect.
Platform: means the platform of Compleye, accessible through its portal (app.compleye.com), and the software made available to Client through the Compleye platform.
Taxes: any form of tax or taxation, levy, duty, charge, social security charge, contribution, withholding or impost of whatever nature including any related fine, penalty surcharge or interest imposed by, or payable to, a tax authority authorized to levy tax anywhere in the world.
Compleye: Compleye Coöperatie U.A. (trading as Compleye), duly organized and existing under the laws of the Netherlands, whose registered company seat is located in the municipality of Amsterdam, the Netherlands and is registered in the chamber of commerce under number 77192516.
Working Day: means a day other than a Saturday, Sunday or public holiday in the Netherlands.
Working Hours: means from 09:00am to 06:00pm Central European Time or Central European Summer Time (as applicable) on a Working Day.
- By accepting these Conditions, through written confirmation of acceptance or, if applicable, by clicking a box indicating acceptance on Compleye’s website, or by executing an (physical or electronic) order form, or as part of any agreement in which the Client agrees to these Conditions, these Conditions become part of the Agreement concluded with Compleye.
- All Agreements between Compleye and Client shall be subject to these Conditions. Terms and conditions of the Client do not apply.
- Compleye reserves the right to change the Conditions unilaterally and will inform each Client of any changes as long as the Client pays for the use of Services or during any free trial periods. The most current Conditions are available at any time on Compleye’s website at compleye.io.
- ServiceS provided
- Services agreed with the Client in specific Order(s) shall be provided to the Client, as of the moment that an Order is accepted by Compleye and provided that any Fees due have been prepaid. All Orders sent to Compleye are irrevocable and binding when accepted by Compleye. The Client will be notified of the acceptance of any Order(s) by Compleye in writing or via the Platform.
- Clients may be granted a free trial of certain Services during the free trial period set out in the Order, in which case Compleye will make such Services available to Customer free of charge until the earlier of the end of the free trial period set out in the Order, or until the free trial period is terminated by Compleye at its sole discretion. Following expiration of the free trial, the Services are only available following prepayment of the monthly subscription Fees set out in the relevant Orders.
- No Software is sold and transferred to the Client. The Client is provided access to Services as agreed in the Order, including the use of the Platform and relevant Software, on the basis of a non-exclusive, non-sub licensable and non-transferable license and subject to compliance with the conditions set out in the Order, these Conditions or otherwise part of the Agreement.
- Client acknowledges that certain Services including the Platform may use third party software including open source software.
- SERVICE LEVEL
- The Services provided in the form of the Platform or Software are available online via electronic means. The Client is not entitled to a physical carrier through which the Platform or Software is available to the Client.
- Services provided are subject to usage limits as specified for specific Services, among others in respect of the maximum number of Authorized Users (as specified in the relevant Order).
- Compleye shall use commercially reasonable efforts to make the Platform and any Software provided as part of the Services available during Working Hours, except for: (a) planned downtime (of which Compleye shall give advance electronic notice), and (b) any unavailability caused by circumstances beyond Compleye’s reasonable control, including, but not limited to, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, internet service provider failures or delays, resulting from non-Compleye applications, or denial or service attacks
- Compleye has the right to change the scope of the Services provided through the Platform and to make any changes to the Platform or Software that it sees fit.
- Additional Support can be provided by Compleye if the Parties concluded a separate service level agreement, subject to Compleye’s applicable Service Level Conditions, after receipt by Compleye of an Order to that effect.
- USE OF SERVICES
- Client shall be solely responsible for – whatever might be relevant and necessary for the Services – providing, installing and maintaining, at the Client’s own expense, all equipment, facilities, connections and services necessary to enable Authorized Users’ access and use of the Services.
- If an Authorized User chooses to use a non-Compleye product or service in combination with any Service made available by Compleye, the Client, in doing so, hereby grants to Compleye permission to interoperate with the non-Compleye product or service. Client’s acquisition and use of non-Compleye products or service is governed solely by the terms of the relationship between the Client and the provider of the non-Compleye products.
- The Client and its Authorized Users, shall not, directly or indirectly: (a) enable any person or entity other than Authorized Users to access or use any Service; (b) modify or create any derivative work based upon the Service; (c) engage in, permit or suffer to continue any copying or distribution of the Service; (d) reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, any software that is part of the Service (except to the extent such restriction is limited under applicable law); (e) access the Service in order to build a competitive solution or to assist any third party to build a competitive solution; (f) remove, obscure or alter any proprietary notice related to the Service; or (g) use or permit others to use the Service other than as described in the Order, any policies or documentation provided by Compleye, or for any unlawful purpose; (h) install Software in cloud environments, except if Compleye has given its explicit written permission and the Client confirms in writing that such installation is done in compliance with the provided documentation, in compliance with certification requirements, security requirements and other requirements as required by Compleye or as set out in the Order(s); (i) use the Services to provide commercial services to third parties; (j) work around any technical limitations in the Software; (k) publish any Software for others to copy; (l) make copies of the Software other than the number of copies, if any, as explicitly specified in the terms of an Agreement or as allowed by applicable law despite this restriction.
- In the event Compleye believes that Client is violating any of the terms of its Agreement with the Client (including but not limited to those contained in these Conditions), in addition to any other remedies available at law or in equity (including termination pursuant to the Agreement), Compleye will have the right to suspend Client’s (or any Authorized User’s) access to and use of the Service for so long as is reasonably necessary to address such potential violation. Compleye shall notify the Client of its intention to suspend access by email (except in urgent or emergency situations, as determined by Compleye at its discretion), and work with the Client in good faith to resolve any potential violations.
- PAYMENT AND TAXES
- Unless otherwise provided in the applicable Order or the Agreement, the Services are provided on a subscription basis and Fees will have to be prepaid.
- Client will pay all invoices from Compleye in full in the currency stipulated in the Agreement ultimately 14 days of the invoice date specified on the invoice, with the exception of every first invoice for Services offered which first invoice has to be paid immediately and as prerequisite for the provision of the relevant Services.
- The Client shall provide accurate payment and contact information to Compleye and keep its payment information updated in the event of changes. In the event the Client opts for payment via credit card, Compleye is authorized to charge such credit card for any renewals of the Services in accordance with these Conditions or the applicable Agreement. In addition, such charges to the Client’s credit card may and shall be made in advance, following the lapse of the notice period for termination of the relevant Services. An invoice will be provided for each credit card payment. In the event that Compleye chooses any payment option available other than credit card, the Compleye will provide invoices in advance prior to the start of any new term in accordance with the relevant Agreement between the Parties.
- All invoices unpaid past their relevant due dates are subject to a late charge equal to statutory interest for commercial agreements for each day payment is overdue, without further notice being required. The Client shall pay all judicial and extrajudicial costs incurred by Compleye related to the collection of the claim, including the costs of any third parties engaged by Compleye. In the event of a failure by the Client to pay invoices on their due date Compleye may, at its discretion, immediately suspend or immediately terminate the Services it provided. In the event of terminate as a result of late payment, any amounts due are unaffected and remain to be paid by the Client.
- Client must notify Compleye of any complaint with respect to an invoice in writing within 14 days after the date of the relevant invoice, otherwise Client shall be deemed to have accepted the invoice.
- Except as otherwise specified herein or in an Order, fees are based on Services provided rather than actual usage of Services, and all payment obligations are non-cancelable and any Fees paid are non-refundable.
- The scope of a subscription, or quantities subscribed for, in any specific Order cannot be decreased during the relevant subscription term.
- All Fees and amounts set forth in any Order or other terms that are part of an Agreement are exclusive of Taxes, including but not limited to turnover tax (VAT), or levies imposed by any government, unless explicitly stated otherwise in an Agreement. Client shall be solely responsible for and shall pay all Taxes on amounts payable by Client under the Agreement. The Client will indemnify and hold Compleye harmless from and against all claims, damages, costs and expenses related to any failure by the Client to pay any Taxes or premiums due by the Client in connection with the provision of Services under the Agreement.
- DURATION AND TERMINATION
- Upon on the acceptance of an Order, an Agreement shall come into effect between the Parties. From the moment the Agreement comes into effect, the relevant Services will be provided for the duration set out in the relevant Order.
- Any Agreement shall automatically renew for the term agreed in the original Order or Agreement between the Parties, until the Agreement is terminated by either Party by written notice to the other Party which notice must be sent at least one (1) calendar month before the expiration of the then current term of the Agreement.
- Each Party may give notice in writing to the other Party terminating the Agreement with immediate effect if:
- the other Party has been declared bankrupt, or it has been granted suspension of payments on a temporary basis or otherwise;
- the other Party’s business has been discontinued;
- the other Party fails to comply with its obligation under the Agreement due to a Force Majeure Event for a minimum period of one (1) month;
- If the Agreement includes a free trial, the Agreement will terminate automatically upon expiration of the free trial period, unless the Client sends Compleye an Order for Services that is accepted by Compleye prior to expiration of the free trial period, in which case Services will be provided following the expiration of the free trial period on the basis of the Agreement concluded between the Parties.
- Any license provided by Compleye to the Client will terminate automatically without notice if the Client fails to comply with the terms of the Agreement.
- Upon termination of the Agreement, Client must cease all use of the Services.
- Upon written request of Client prior to termination of the Agreement, Compleye may offer, but is not obliged to do so, to provide a copy of the data of the Client made available on the Platform after termination of the Agreement. Such offer will include details on pricing and technical format in which the data will be provided. The Client acknowledges that additional fees may be charged for any such transfer, in which case Compleye will send a separate invoice which has to be pre-paid prior to transfer of any data.
- INTELLECTUAL PROPERTY
- Compleye or its third party licensor will retain all of their Intellectual Property Rights in regards to the Services provided, including any new releases, versions and updates to the Software or Platform. The Client shall not take any action inconsistent with such title Intellectual Property Rights of Compleye or any of its third party licensor(s).
- The Client will retain all right, title and interest in and to the Client data and all Intellectual Property Rights therein, subject to the right of Compleye to analyze and use data, in so far as that data would be deemed to be an Intellectual Property Right, as made available by the Client on the Platform, including the right to publish results of such analysis in benchmark reports, and provided that any such use of data by Compleye is subject to anonymization (thereby making the data untraceable to the Client prior to its use).
- For the avoidance of doubt, Compleye does not grant Client the right to use its name, trademarks, service marks, trade names, copyrights, other Intellectual Property Rights or other designations in any promotion, publication, or press release without the prior written consent of Compleye. Press statements or other declarations of publicity and announcements in relation to the Agreement shall be subject to prior written approval Compleye.
- Compleye may use the Client’s company name and logo to identify the Client as a Client on its website, on publicly available Client lists, and in media releases during the term of the Agreement.
- Each Party will keep Confidential Information of the other Party confidential provided that a Party may disclose Confidential Information of the other Party to the extent required by law to do so and provided that this shall not limit the right of Compleye to analyze and use data, in so far as that data would be deemed to be Confidential Information, as made available by the Client on the Platform, including the right to publish results of such analysis in benchmark reports, and provided that any such use of data by Compleye is subject to anonymization (thereby making the data untraceable to the Client prior to its use).
- PRIVACY STATEMENT AND DATA PROCESSING
- The terms of the data processing agreement available at compleye.io are part of these Conditions and incorporated herein by this reference.
- The Client indemnifies Compleye against claims of persons whose Personal Data is recorded or processed in the context of Services, unless the Client proves that the facts on which a claim is based are attributable to Compleye.
- All Services made available by Compleye are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind, either express or implied. Compleye assumes no liability or responsibility for any (a) errors, mistakes or inaccuracies of data or information posted, transmitted or otherwise made available through any Services, (b) any interruption or cessation of transmission to or from Services, or (c) defamatory, offensive or illegal conduct of any third party not under Compleye’s control.
- Compleye warrants that it shall provide its Services with reasonable skill and care and that it shall undertake commercially reasonable efforts in providing the Services.
- Each Party represents, warrants and covenants that it will comply with all applicable laws and regulations in connection with the Services provided under any Agreement between the Parties.
- Client shall be strictly responsible for the performance of any Authorized Users as well as its personnel (including employees and contractors) and their use of the Services and Support, in compliance with the Agreement.
- Client shall use commercially reasonable efforts to prevent unauthorized access or use of any Service, and shall contact Compleye promptly if: (a) Personal Data related to the Services, or any associated password, is lost, stolen or disclosed to an unauthorized person; or (b) you reasonably believe any of the Services to have been compromised otherwise.
- Compleye reserves the right to audit Client’s use of the Services in compliance with the Agreement, documentation and other relevant information provided by Compleye. Compleye may use external auditors to perform such audits.
- Compleye shall not be liable for any warranty obligations and does not warrant to Client or accept any other obligations in respect to any third party software program that might be supplied by Compleye in the context of the Services.
- The warranty shall not apply if (a) the Services are not used in accordance with any of the applicable terms and conditions or instructions by Compleye; (b) a defect in the Services has been caused by Client’s infrastructure or equipment or scripts not developed by Compleye; or (c) Client has made modifications to the Services.
- LIMITATION OF LIABILITY AND INDEMNIFICATION
- Neither Party will be responsible or liable to the other Party for damage arising out of or relating to a failure by the other Party to perform any of its obligations under the Agreement if such failure is caused by a Force Majeure Event.
- To the fullest extent permitted by applicable law, Compleye, its affiliates or its employees, contractors, agents, officers or directors are:
- not liable for loss of profits, loss of turnover, loss of opportunity, attorney’s fees or other costs incurred in pursued of compensation for loss as a result of the event that gives rise to liability, or any damages not directly related to the event that gives rise to liability; and
- any damages exceeding the amount equals the fees (excluding Taxes) paid to Compleye by the Client for the Services provided by Compleye to the Client in the six (6) months preceding the liability claim.
- Any claim for compensation against Compleye for any damages shall lapse automatically, if the Client has not notified Compleye, in reasonable detail, of such claim prior to the expiration of a period of twelve (12) months following the event on which such claim for compensation is based.
- The exclusions and limitations in this section apply whether the alleged liability is based on contract, tort, negligence, or any other basis.
- Client is fully and solely responsible and liable for the use of Services, and for the strict compliance of such use with applicable law, including but not limited to data protection and copyright laws and for compliance with the Agreement. Client will indemnify and hold Compleye harmless from and against all liability, loss, cost, damage or expense, including reasonable attorney’s fees, arising from breach by Client or its Authorized Users, of the use of the Services, including any claims made by Client or other third parties.
- Any notice to be given by a Party shall be in writing.
- Neither Party has received or been offered any illegal or improper bribe, kickback, payment, or unreasonable gift or thing of value from an employee or agent of the other Party in connection with the Agreement between the Parties.
- If any part of these Conditions or an Agreement becomes invalid, illegal or unenforceable, the Parties shall negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for the invalid, illegal or unenforceable provision which as nearly as possible validly gives effect to their intentions as expressed in these Conditions respectively the Agreement. If the aforementioned occurs, any part of these Conditions or the Agreement that is not invalid, illegal or unenforceable shall remain fully in effect.
- No failure or delay by either Party in exercising any right under the Agreement will constitute a waiver of that right.
- Compleye has the right to sub-license, assign, charge or otherwise transfer any of its rights or obligations under any Agreement with the Client.
- These Conditions and any Agreement as well as any dispute or claim arising from or in connection with the aforementioned or its subject matter shall be exclusively governed by and construed in accordance with the laws of the Netherlands.
- Any disputes that may arise in connection with these Conditions or an Agreement or as a result of agreements resulting therefrom shall be settled by the competent court in Amsterdam, the Netherlands.