Terms of Service

Introduction

These Spendicious Terms of Service lay out the rules for using our services. They're a crucial part of the agreement between you (referred to as "you" or "customer") and Spendicious B.V. (referred to as "Spendicious'' or "we"). In these terms, when we say "Party," we could mean either you or Spendicious individually, and when we say "Parties," we mean both you and Spendicious together.

These terms are a legally binding agreement between you and Spendicious. If you don't agree with these terms, don't sign up for a Spendicious account or use our services. By using our services, signing up for an account, or making a purchase, you agree to be bound by these Terms. If you're using the services on behalf of a company or another entity, you're agreeing to these terms on their behalf and warrant to Spendicious that you have the authority to bind that entity to these Terms.

1. Grant of access and use

1.1. According to the terms and conditions in the Agreement, and once we receive the necessary fees, Spendicious is giving you a limited, personal, and exclusive license. This license allows you to access and use our Services only for your internal business needs. You can't transfer, sublicense, or assign this license to anyone else.

1.2. If Spendicious gives written approval, your Affiliates can use the Services without needing a separate Order Form. You can provide them with a login ID and password. The Agreement applies to each Affiliate using your account. You're directly responsible for their access and use of the Services. References in these Terms to you, shall include a reference to your Affiliates.

2. The Services

2.1. The “Services” include all products and services provided by Spendicious that (a) have been ordered by the Customer under any applicable ordering document (either via the Website or otherwise) that specifies pricing and other commercial terms (“Order Form”); or (b) is used by you.

2.2. Spendicious will provide the Services in accordance with (a) the terms of the Agreement; and (b) in accordance with the applicable laws.

3. Your account

3.1. To use our Services, you must create an account. To create an account, you (i) must be legally authorized to represent the company or business contracting our Services; and (ii) must review and accept these Terms on the Customer’s behalf. During account creation, you need to provide your email address and set a password. You agree to provide us with information that is accurate, complete, and up-to-date. Failing to do so is a violation of the Terms and could lead to the termination of your account.

3.2. You're responsible for keeping your password safe and for any activities that happen under your password. Don't share your password with anyone else.

3.3. If you become aware of any security breach or unauthorized use of your account, you must let us know right away. It's your responsibility to prevent unauthorized access or use of the Services through your account. If there's unauthorized access or use, inform Spendicious immediately. Spendicious is not liable for any losses or damages resulting from unauthorized use of your account.

4. User rights and responsibilities

4.1. In using the Services, you agree to use the Services only in accordance with these Terms and any applicable Documentation, Order Form(s), and applicable laws.

4.2. You shall not: (a) copy any part of the Services or documentation (except for your internal use); (b) (b) modify, translate, decompile, reverse engineer, disassemble, adapt the Services, or attempt to derive the source code of the software offered through the Services; (c) use the Services in a way that breaks any laws or rules; (d) create software or services that copy or compete with ours; (e) bypass, hack or breach any security device or protection used by the Services or access or use the Services, with or without automated means (such as scrape, crawl or spider); (f) remove, modify or obscure any identification or rights notices on the Services; (g) send harmful or unlawful information through the Services; or (h) help others do any of the above.

4.3. You shall not lease, resell, sublicense, assign, distribute, publish, transfer, or otherwise make available, the Services with others unless the Agreement explicitly allows it.

4.4. If you or someone using the Services through your account violates these rules or poses a threat to them, Spendicious can step in without prior consultation with you. This might involve stopping the violation or preventing any potential harm, such as disabling your access to the Services. You will be liable for any damage caused by violating these restrictions, and Spendicious can report any related criminal activity without being responsible for any harm it might cause you.

5. Account suspension

5.1. We shall have the right to remove any inappropriate content from the Services, limit, or suspend your access to your account and the Services with immediate effect and without prior notice in the event that, in our reasonable determination if: (a) your use of the Services is for any unlawful, unauthorized or fraudulent purpose; (b) you are in material breach of any provision of the Agreement; (c) your use of the Services is materially adversely threatening the security, availability or integrity of the Services or our ability to provide service to other customers; (d) our provision or your use of the Services is not permitted by applicable laws or regulations; (e) the account information you have provided is incorrect or incomplete; or (f) you are in breach of your payment obligations under the Agreement. If your account or use of the Services is suspended by us as a result of your actions or omissions pursuant to this article 5 or Article 8 (Fees and Payment Terms), Spendicious does not have any liability for damages or losses (including any loss of data or profits), or any other consequences that you may incur as a result. You will remain responsible for the Fees (as defined below) during any suspension.

6. Maintenance and downtime

6.1. The Services might not be available sometimes due to (a) planned or unplanned maintenance, modifications, or upgrades; (b) failures in hardware or third-party providers; (c) actions taken to prevent or address threats or attacks on the Services or related networks/systems; or (d) legal or regulatory requirements. We'll make reasonable efforts to let you know about any planned service outages in advance.

6.2. Unless specifically stated in an Order Form or the Website, Spendicious is not liable for any damages, losses (including loss of data or profits), or any other consequences incurred as a result of unavailability of Services or the failure to provide notice of unavailability.

6.3. We can make occasional changes to the features and operations of the Services. If we do, we'll try to inform you. These changes shouldn't significantly reduce the overall features or functionality of the Services. If we post or notify you about changes and you keep using the Services, that means you accept the changes. If you don't agree, you must stop using the Services immediately. We will notify you in accordance with Article 15 (Amendments) if applicable laws require us to give you specific notice of any such change.

7. Free plan products
7.1. We may offer you to use some of our Services for free ("Free Plan Products").

7.2. Free Plan Products might have mistakes, and they're only meant for limited testing.

7.3. If you get access to Free Plan Products, we'll let you use the Services for a trial period at no cost. This trial period lasts until either (a) the free trial time ends or (b) you start a paid subscription for those Services.

7.4. Free Plan Products come "AS IS" with no warranty of any kind, whether express, implied, statutory, or otherwise. Spendicious specifically disclaims all implied warranties of merchantability, noninfringement and fitness for a particular purpose in relation to Free Plan Products.

7.5. Spendicious is not obligated to offer Free Plan Products to any customer. We can stop or end a Free Plan Product at any time.

8. Fees and payment terms

8.1. You shall pay Spendicious all fees outlined in the pricing section, or in accordance with the applicable rates as stated on the Website, unless otherwise agreed upon in writing by both parties in the Order Form.

8.2. The Services are billed on a subscription basis. You will be billed in advance regularly, either monthly or annually, depending on your chosen subscription plan as indicated in the Order Form or the Website ("Billing Cycle").

8.3. All payment obligations are non-cancelable, and Fees and taxes, once paid, are non-refundable. Except as otherwise set forth in the applicable Order Form(s) and subject to Section 8.8 (payment disputes), you will pay the Fees due under these Terms in accordance with the following applicable payment method: (a) if you elect to remit the Fees using a credit card or PayPal, you represent and warrant that you are authorized to use that credit card or PayPal account, that any and all Fees may be billed to that credit card or PayPal account, and that payment of such Fees will not be declined; or (b) if you elect to receive invoices and Spendicious approves you for the same, invoices will be sent to you at the frequency set forth in the applicable Order Form and you will pay the Fees due within twenty (15) days of the date of the invoice.

8.4. You must provide accurate billing information and update us about any changes. By submitting payment information, you authorize Spendicious to charge all Fees to the selected payment instruments.

8.5. All Fees payable by you under the Agreement are exclusive of taxes, duties, levies and similar assessments as well as any other costs including transaction costs or bank transfer fees. Without limiting the foregoing, you are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental or regulatory authority on any amounts payable by you hereunder, other than any corporate income taxes imposed on Spendicious’ income.

8.6. Spendicious can invoice you if taxing authorities determine that you are not exempt from taxes. Penalties or interest imposed will be added to such invoices, and the Fees won't be reduced by any taxes owed by you.

8.7. If you fail to make any payment when due then, in addition to all other remedies that may be available:

You shall reimburse us for all costs incurred by Spendicious in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and

If such failure continues for more than thirty (30) days following written notice thereof, we may suspend the performance of the Services until all past due amounts, and interest thereon, have been paid, without incurring any obligation or liability to you or any other person by reason of such suspension.

8.8. If you do not agree with any invoice for Fees, you must notify us in writing within ten (10) days of the date of the respective invoice, failure of which shall result in acceptance of the invoice and forfeiture of your right to dispute the invoice. All undisputed fees remain due according to schedule.

8.9. All amounts payable to Spendicious under the Agreement shall be paid by you in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason.

8.10. Spendicious is entitled to annually increase Fees after the initial term. If you disagree with the Fee change, you can terminate the Agreement before it takes effect. Continuing to use the Services after the Fee modification constitutes acceptance of the changes.

9. Intellectual property right and Data

9.1. You acknowledge and agree that Spendicious owns all rights to the Services software, Documentation, related software applications or components thereof, and any associated materials or intellectual property, including any enhancements, modifications, updates, or improvements (including feedback you may provide). This includes all other materials provided by us as part of the Services under the Agreement. The Agreement doesn't transfer any title or ownership rights to you.

9.2. Any data or input from you and materials generated by you via the use of the Services, as per the Agreement, are exclusively owned by you ("Customer Data"). Spendicious may anonymise and use this data.

9.3. All Intellectual property rights for data derived from the Services (excluding Customer Data) and, where applicable by law, de-identified or anonymized aggregated data, belong exclusively to Spendicious ("Spendicious Data"). Spendicious hereby grants you, and you accept, a limited-term, personal, non-exclusive, non-sublicensable, non-transferable, and non-assignable license to access and use Spendicious Data solely for your own use of the Services in line with the Agreement.

9.4. You give Spendicious the right to use and process Customer Data to the extent necessary to provide the Services, following the Terms and the Data Processing Agreement. The Data Processing Agreement terms are part of these Terms as an Annex. Agreeing to these Terms also means agreeing to the Data Processing Agreement.

10. Representations, Warranties, and Disclaimer

10.1. Both parties must always follow all applicable laws, rules and regulations when carrying out the Agreement.

10.2. Each Party represents and warrants that it has been duly authorized to enter into the Agreement and it is entitled to perform its obligations and provide the licenses hereunder.

10.3. Spendicious warrants that the Services will substantially conform in all material respects in accordance with the applicable Documentation and that the Services shall not contain or transmit any (a) virus, trojan horse, worm, backdoor, or other software or hardware devices the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems, or software; or (b) time bomb, drop dead device, or other software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of any person. Spendicious further warrants and undertakes that: (a) it has and will maintain all necessary licenses, consents, and permission necessary for the performance of its obligations under the Agreement; and (b) it will cooperate with Customer in all matters relating to the Services. You will provide prompt written notice of any non-conformity. As Customer’s sole and exclusive remedy and Spendicious’ entire liability for any breach of our warranties, Spendicious will at our sole discretion either (a) use reasonable efforts to fix, provide a workaround, or otherwise correct the defect or, if Spendicious is unable to do so, (b) refund the Fees paid to for such allegedly defective Services for the period commencing from the receipt of your default notice for the remainder of the time period during which the material failure affected the Services.

10.4. Except for the specific promises Spendicious made in Sections 10.1 and 10.3, Customer acknowledges and agrees that, to the fullest extent allowed by the applicable laws, the Services are provided "as is" with all faults and without any warranty of any kind. Spendicious hereby disclaims all warranties and conditions with respect to the Services, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, or accuracy.

11. Indemnification

11.1. Customer will defend, indemnify and hold Spendicious harmless against all damages, fines, penalties, costs, expenses, taxes, and other liabilities (including reasonable attorneys’ fees) incurred or awarded against Spendicious, our Affiliates, officers, directors and personnel in connection with any claim by an unaffiliated third party alleging or arising out of the (a) breach of your obligations under the Agreement; (b) failure to obtain any appropriate license or other permissions, regulatory certifications, or approvals associated with technology or data provided by Customer including Customer Data; (c) failure to comply with your obligations in violation of any applicable law; (d) infringement or misappropriation of intellectual property rights of third parties; and (e) breach of confidentiality.

12. Limitation of liability

12.1. To the greatest extent permitted by applicable law, each party's total accumulated liability to the other or to any third party, for any direct losses, damages, costs, or expenses—whether due to strict liability, negligence, contract, or other reasons related to this Agreement—will be limited to the total fees paid or payable by Customer to Spendicious in the twelve months before the initial event causing the claim.

12.2. Neither Party shall be liable to the other for any consequential damage and indirect damage, including but not limited to loss, lost sales or lost profits, consequential, incidental, special, punitive, and/or contingent damages whatsoever, (whether in contract, tort (including negligence), strict liability, warranty or otherwise), even if such party knew or should have known of the possibility of such damages.

12.3. Spendicious shall not be liable for Free Plan Products nor for damage, destruction or loss of data or documents (including Customer Data) resulting from the use of the Services.

12.4. The limitations of liability do explicitly not apply to: (a) Customer’s breach of Section 4 (User Rights and Responsibilities); (b) Customer’s breach of Section 8 (Fees and Payment Terms); or (c) Customer’s obligations under Section 11 (Indemnification).

13. Term and Termination

13.1. The Agreement, which includes these Terms, starts when accepted or on the date mentioned in the Order Form. It continues until all Order Forms or Services used by you on the Website, under these Terms, have either expired or been terminated.

13.2. Your initial subscription duration is outlined when the Services are activated on the Website or in the Order Form ("Initial Term"). Unless stated otherwise on the Website or in the Order Form, your subscription will automatically renew for additional periods of equal duration to the Initial Term (each, a "Renewal Term", and together with the Initial Term, the “Term”). This happens unless you or Spendicious cancels it. If you do not agree to the renewal, you can terminate the renewal of the Agreement through the Website up to the last day of the Term. Continuing to use the Service means you accept and agree to the Renewal Term.

13.3. The applicable fee for any Renewal Term is determined using the then-current list price on the Website for such renewed Services unless a different renewal pricing is specified in the Order Form.

13.4. Either Party may terminate the Agreement and any Order Form (in whole or in part) by providing the other Party with not less than ten (10) days’ prior written notice in the event the other Party materially breaches any provision of this Agreement. If the breaching Party fails to cure the material breach within a ten (10) day period following the notice of default, the non-breaching Party may terminate this Agreement effective at the end of the ten (10) day period, notwithstanding any other provision in this Agreement. Regarding a material breach of Customer, Spendicious may, in addition to termination, suspend the provision of certain Services, close your accounts, and/or prohibit Customer from creating any new accounts, in addition to termination.

13.5. In no event will termination of the Agreement or Order Form relieve Customer of any payment obligation of the Fees payable prior to the effective date of termination.

13.6. Either Party may terminate this Agreement by written notice with immediate effect in the event the other Party becomes insolvent, or generally unable to pay its debts as they become due or makes an assignment for the benefit of its creditors or seeks relief under any bankruptcy, insolvency or liquidation proceedings.

13.7. After termination or expiration: (a) Spendicious will invoice Customer for any accrued but unbilled amounts, and you must promptly pay outstanding amounts including any accrued but unbilled amounts owed under the Agreement; (b) Customer shall immediately cease all use of the Services and return or purge any and all components thereof, including returning or destroying or causing to be destroyed any and all copies of the Documentation, notes and other materials comprising or regarding the Services and any Spendicious Data; and (c) Spendicious will suspend access to the Services and Customer shall no longer have access to Spendicious’ platform including its historic data.

13.8. The following sections and paragraphs shall survive the expiration or termination of this Agreement under Section 14 (Term and Termination): Section 8 (Fees and Payment Terms), Section 9 (Intellectual Property and Data), Section 13 (Confidentiality); Section 10.4 (Disclaimer), Section 11 (Indemnification), Section 12 (Limitation of Liability), Section 16 (Miscellaneous) as well as the Data Processing Agreement.

14. Amendments

14.1. Spendicious is entitled to amend these Terms from time to time. We will use reasonable efforts to notify you of any material changes by posting an announcement on the Website or by email. To the greatest extent permitted by applicable law, the new Terms will take immediate effect, and your continued use of the Services following our posting or notice of the changes will constitute your acceptance of the updated Terms.

14.2. If we are required by applicable law to give additional notice, changes will automatically take effect regarding your use of the relevant Services upon the expiry of such notice period (unless you terminate during that period) or upon your earlier acceptance of such changes. If you have a right under applicable law to terminate this Agreement upon receipt of such notice, you will not be charged a fee for early termination where you exercise that right under applicable law, but any fees previously paid by you are non-refundable and any fees owing continue to remain due and payable.

15. Miscellaneous
15.1. No Class Actions. To the greatest extent permitted by applicable law, neither Customer nor Spendicious shall be entitled to join or consolidate claims by or against other customers or pursue any claim as a representative of a class action or in a private attorney general capacity.

15.2. Independent Contractors. The Parties are independent contractors. No provision of this Agreement will or shall be deemed to create an association, trust, partnership, joint venture or other entity or similar legal relationship between Spendicious and Customer, or impose a trust, partnership or fiduciary duty, obligation, or liability on or with respect to such entities. Neither Party will have any rights, power, or authority to act or create an obligation, express or implied, on behalf of another party except as specified in the Agreement.

15.3. Force Majeure. Neither Party shall be liable to the other for any failure to perform any of its obligations (except payment obligations) under the Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, embargo, strike, riot, terrorism, epidemic or pandemic, or the intervention of any governmental authority (a “Force Majeure”). In such event, however, the delayed Party must promptly provide the other Party with written notice of the Force Majeure. The delayed Party’s time for performance will be excused for the duration of the Force Majeure, but if the Force Majeure event lasts longer than 90 days, then the other Party may immediately terminate, without any liability, in whole or in part, the Agreement by giving written notice to the delayed Party.

15.4. Transferability and subcontracting. Neither all nor any part of Customer’s rights or obligations under this Agreement are assignable or transferable by Customer, whether directly or indirectly, without the prior written consent of Spendicious, and any attempt to do so shall be void, except in case of merger, acquisition or sale of majority of assets. Spendicious has the right to freely assign all or part of its rights and obligations under the Agreement or to make use of the services of third parties by subcontracting. Subject to the foregoing, the Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

15.5. Entire Agreement. The Agreement constitutes the entire agreement between you and us with respect to its subject matter and supersedes all prior oral and written understandings, communications, or agreements. General terms and conditions of Customer are not applicable and expressly excluded.

15.6. Severability. If any provision of the Agreement should be found to be void or unenforceable, such provision will be stricken or modified, but only to the extent necessary to comply with the law, and the remainder of the Agreement will remain in full force and will not be terminated.

15.7. Notices. Any notice, request, demand, or other communication to be provided under this Agreement shall be in writing, and shall be sent by the email addresses provided by each Party, or at such other address as a Party may designate by written notice to the other Party.

15.8. Headings. The section headings in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of the Agreement.

15.9. Publicity. You grant us the right to use your name, logo, and a description of your use case to refer to you on our website, customer lists, or marketing or promotional materials, subject to your standard trademark usage guidelines expressly provided to us.

15.10. Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each Party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

16. Governing law

16.1. The Agreement including these Terms shall be governed by the laws of the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded.

16.2. The Parties agree that any dispute arising out or relating to the Agreement shall be brought exclusively in the appropriate courts in Amsterdam, the Netherlands.