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Trengo B.V (“Trengo” or “we”) is the provider of the Trengo Solution, an software solution provided by Trengo over the Internet (“Service”) that offers its users the ability to collaborate in one powerful omnichannel team inbox and streamline customer interaction, by connecting the Trengo Solution with third-party services and data sources (“Integrations”).
Trengo is registered with the Dutch Chamber of Commerce under registration number 72043687.
In these Terms and Conditions, we refer collectively to these Terms and Conditions, the Data Processing Addendum, applicable (online) offers and customer specific documentation as the “Agreement.”
The agreement (“Agreement”) between Trengo and you (“Customer” or “you”), including end users that are authorized by you to use the Service (“End Users”), is subject to the conditions set out below. If you have any queries about these conditions, please feel free to contact us using the contact details indicated on our website: www.trengo.com.
1.1. The Trengo Solution
The Trengo Solution is a versatile product and offers the Customer the option of activating various features and realizing Integrations with third-party software the Customer may already have in use. The available features and possible Integrations are clearly described online within the Trengo Solution environment.
1.2. Applicability terms and conditions
These general terms and conditions apply to any agreement concluded between Trengo and the Customer and all Services provided thereunder, as well as to any expansion of the Agreement. For example, these general terms and conditions shall also apply to any new Integration or other extension of the Services provided to the Customer, either for payment or free of charge.
The case may be that in Trengo’s (online) offer, certain terms (e.g. on pricing, renewal, et cetera) are used, that deviate from these general terms and conditions. In case of conflicting terms, the terms included in the (online) offer of Trengo shall prevail.
In addition to the terms of the Agreement, the Customer and its End Users may need to accept and adhere to terms used by the providers of the connected third-party services. It shall be the Customer’s own responsibility to adhere to such terms, as non-compliance may result in suspension of services by these third-party providers, permanent bans or other limitations that prevent the Integration or other extensions from working properly.
2.1. Free trials
Trengo may from time to time choose to offer free trials or preview periods. The length of these trials and any additional terms and conditions associated with such trials shall be displayed to where the Customer is able to register (for instance: only new Customers may opt for a free trial). Such specific terms shall apply to the free trials in addition to these terms and conditions.
During a free trial, the available features such as possible Integrations may be limited. If you wish to make full use of our Trengo Solution, you may enroll for a paid subscription to (be able to) activate more features.
If you do not cancel the free trial subscription during the free trial period, the subscription will automatically terminate at the end of the period, and access will be suspended - unless indicated otherwise.
Trengo may offer the Customer at its sole discretion certain benefits such as discounts on subscription fees, extension in subscription term for no extra payments, with regard to the Services. Such benefits are not transferrable and may have an expiry date. If they do not have an expiry date, they will expire upon completion of twelve (12) months from their date of offer.
2.2. Paid subscription
The Trengo Solution is provided on the basis of a paid subscription. After registering for an account, the End User will be able to select and activate the desired subscription model. In the offer of Trengo is clearly described which features are included in the subscription (for instance: a limited number of possible End Users). A paid subscription does not necessarily include all available features, as some are separately provided on (pre-)paid basis.
2.3. Provision of the Services
Trengo will make reasonable efforts to provide the Services according to the Agreement, all with due care and professionalism. Trengo may request certain information or support from the Customer and its End Users which must be provided on first request, to enable the correct and timely provision of the Services. Insofar as Trengo has communicated delivery terms, these are always to be considered as indicative in nature.
Trengo may engage third parties in the performance of its obligations under the Agreement. Should this involve any additional costs to be borne by the Customer, these costs will only be at the Customer's expense if agreed upon in advance. Trengo shall at all times remain responsible for the proper performance of its obligations under the Agreement when engaging third parties. Please note that Trengo is not responsible for the provision of any third-party services that are connected to the Trengo Solution on the Customer’s request.
If the Customer requests additional services, which go beyond the scope of the Agreement and the Services included therein, then Trengo may decide to issue an offer for such additional services.
2.4. Access
To access and make use of the Services, the Customer must register for an account by providing the information requested in the registration process. This account enables the Customer to create other End User accounts. End User accounts are personal and may not be shared with other persons. The Customer may only create End User accounts for persons that work for or are engaged by the organization of the Customer.
The Customer is solely responsible for selecting and administering End User accounts, setting appropriate usage rights and limitations, and for ensuring that its End Users at all times abide by these terms and conditions. Trengo may assume that every action performed from any End User account is done under the Customer's direction and supervision. The Customer shall therefore be bound by any acts, including additional purchases, performed via End User accounts.
The number of possible End User accounts is not limited, however, creating more End Users will require additional payment, unless clearly indicated otherwise. If more End User accounts are created than allowed under the active subscription, the subscription will automatically rollover to the next subscription tier.
Each account is protected by means of a username and a (self-selected) password. Login details must always be kept strictly confidential. Where Trengo offers additional security measures such as 2-factor-authentication, Trengo recommends activating these. In the event of unauthorized use or a suspicion thereof, the Customer and its End Users must take the measures reasonably available and required to prevent any further unauthorized use (for example by changing the password). In addition, Trengo must be informed thereof as soon as possible.
In case Trengo has reasons to believe the End User accounts are shared or used by other non-authorized third parties, or otherwise contrary to these terms and conditions, Trengo may decide to disable access thereto without giving notice. When an End User account is shared by the End User with other persons, Trengo shall be entitled to charge the fees for the creation of an additional End User account.
2.5. Integrations
The Trengo Solution offers you the option of connecting it with specific third-party software (already) used by the Customer. Depending on the Integration at hand, the connection can be realized by means of an API provided by Trengo or the third-party software provider or via other techniques. It is always up to the Customer or its End Users to decide whether to link third-party software to the Trengo Solution or not. Depending on the subscription obtained by the Customer, some Integrations, APIs, or other features may not be available to the Customer. If the Customer desires a feature that is not possible under the active subscription, the Customer must change its subscription to the higher subscription tier where such feature is available. Additional payment may be required.
Unless otherwise indicated, access to APIs offered by Trengo itself are provided free of charge (if available under the subscription). Where desirable, Trengo will provide the Customer the available technical documentation and, if required, the necessary self-generated API key(s). These API key(s) must always be kept strictly confidential. The API may only be used in accordance with Trengo's specifications, limitations and any other usage rules set (such as a fair use policy). These terms may be introduced and changed at any time during the term of the Agreement. The Customer is solely responsible for the correct implementation of any Integration, the APIs or other available features in its own IT-infrastructure.
Trengo may from time to time amend its APIs to change or improve the functionalities. Trengo may also temporarily or otherwise disable use of the APIs, without prior notice, to remedy failures. If Trengo has reasons to believe that any (envisaged) adjustments will change the technical interface and may affect the Customer in its operation, Trengo will endeavor to timely inform the Customer thereof. Trengo shall endeavor to keep all relevant technical documentation up to date.
Integrations may be depended on adequate cooperation of the third-party software providers. These providers may unilaterally decide to no longer support the Integration and/or to change their API. Trengo shall always endeavor to encourage these third parties to maintain the Integration but cannot give any guarantees in that regard. Trengo is not responsible nor liable for damages resulting from Integrations that are no longer working properly or unilaterally changed, cancelled, or suspended by a third-party software provider. The Customer shall not be entitled to any refunds on such occurrence.
3.1. Fee
The Customer shall owe a certain fee for the Services provided under the Agreement, which may consist of one or several components, such as a monthly or annual subscription fee or additional fees, such as for the creation of extra End User accounts or activation of certain Integrations and other features. Depending on the use of the Services, for example, by activating paid Integrations or extra End User accounts, the amount of the fee and the components it consists of, may change during the term of the Agreement. The applicable fees and how these will be calculated are clearly shown or mentioned prior to approval.
Trengo is entitled to invoice the Customer in advance. Fees based on actual (monthly) use may be offset against the balance in the Customer’s account, or if insufficient, invoiced separately monthly in arrears. Fees are non-refundable. Trengo shall be entitled to invoice the Customer on a pro rata basis for the remaining period of Customer’s subscription term for additional Services purchased during the term of a current subscription. The amount for each next subscription term is based on the Services provided by Trengo on the last day of the previous subscription term.
The number of End User accounts cannot be decreased during the subscription term, unless Trengo allows the Customer to do so.
Trengo has the right to amend the applicable fees (including recurring fees such as subscription fees) on a monthly basis and shall provide the Customer notice of such at least two (2) weeks before the change takes effect. All fees mentioned are in euros and exclusive of VAT, unless clearly indicated otherwise.
3.2. Payment through linked payment method
The fees owed are to be paid by means of one of the payment methods that are accepted by Trengo. During the term of the Agreement, Trengo may decide to no longer support certain payment methods. In such case, the Customer is required to provide timely payment via a different available payment method.
The fees owed will be collected using the payment methods the Customer has linked in its account or has selected when making the purchase of the (additional) Services. If the fees owed cannot be collected using the linked payment method, Trengo will notify the Customer giving the Customer the opportunity of paying via a different available method. The Customer must do so within a maximum of five (5) calendar days of Trengo's request to that end unless a different period is mentioned in that request. Trengo is authorized to suspend the Services, in part or full, with immediate effect and without notice in case payment is not received when due or after payment charged back by the Customer.
3.3. Payment through account balance
Trengo offers the Customer the possibility to deposit amounts to top up its account balance. The deposited amounts are non-refundable, unless indicated otherwise. The Customer and its End Users may use this balance to pay for certain Services but may not be used for payment of the subscription fees unless authorized thereto by Trengo. It shall be the Customer’s responsibility to maintain a sufficient amount for payment of recurring Services. In case the balance is maxed out, Trengo shall be entitled to suspend provision of the respective Services without notice.
3.4. Payment on invoice basis
In cases where Trengo issues an invoice for payment other than by means of a linked payment method, the Customer will be obliged to pay the amounts stated therein in accordance with the instructions on the invoice. The payment term of this invoice will in such case be fourteen (14) days from the invoice date unless the invoice states a different payment term. The Customer will be in default by operation of law in the absence of payment at the time payments are due, without prior notice of default being required.
4.1. Right of use
Subject to timely payment of the agreed upon fees, Trengo grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use the Service within its own organization for the agreed upon term. The extent of the use is limited to that which is described in the Agreement and partly depends on any additional features the Customer or its End User have activated and/or purchased.
All intellectual property rights regarding the Services or any other materials provided by Trengo remain vested in Trengo or its licensors. The source code of the Services will never be made available to the Customer.
4.2. Data
The data that the Customer and its End Users store or process via the Services will remain the property of the Customer and/or its End User. Trengo will acquire a limited right of use thereof insofar as this is necessary to provide the Services in accordance with the Agreement. Trengo is allowed to use the data generated whilst using the Services (usage data) for the benefit of statistical analyses and/or benchmarking and to monitor the use of and to improve the Services.
The Services may not be used for actions that are contrary to the applicable laws and regulations, such as in the field of protection of personal data. It is not permitted to make the Services available to third parties for these third parties' own use in any way (this does not include a third party engaged by the Customer for the benefit of integration and implementation of the Service) or use the Service in such a manner that this causes a nuisance to or hinders other users, for example by uploading or downloading large quantities of data or making excessive use of the Service.
Furthermore, you and your End Users are not allowed to interfere with, damage or otherwise disrupt the Services (including any parts thereof) or any software used in connection with the Services. In addition, the Services may not be used to (i) publish or store information in violation of copyright; (ii) assist others in violating third-party rights, for example by linking to hacking tools or tutorials for committing computer crime that are clearly written to carry out criminal acts (and not to defend against them); (iii) violate the privacy of a third party, for example by distributing their personal data without permission or clear need or the repeated harassment of third parties with unsolicited communications; (iv) involve unreasonable or disproportionate use of the infrastructure of Trengo or third parties’ computer systems; (v) involve manual or automated software, devices, or other processes to “crawl”, “spider” or “scrape” any content available within the Services; (vi) impersonate anyone else, for example, by logging into someone else's account; (vii) use indecent language; swearing, stalking, threatening, flooding (repeating the same text).
If Trengo finds that the Customer or its End User(s) have violated the above conditions, or receives a complaint about the same, it will give the respective user a warning. If this does not lead to a satisfactory solution, Trengo itself may intervene to end the violation. If, in the opinion of Trengo, the operation of Trengo's computer systems or network, third-party computer systems or networks and/or service provision via the Internet is hindered or at risk, in particular as a result of excessive amounts of data being sent, Trengo is authorized to take any measures it reasonably deems necessary.
6.1. Availability, maintenance, changes
Trengo endeavors to keep its Services available as much as possible but cannot guarantee uninterrupted availability, unless agreed by means of a separate service level agreement.
Trengo uses its best efforts to perform maintenance with regard to its Services. Maintenance includes patches, updates and upgrades installed on Trengo’s sole discretion in order to increase performance and/or the security of the Services. Trengo endeavors to notify the Customer in advance when planned maintenance is expected to have an impact on the availability of the Services. Where possible, maintenance will take place when use of the Services is averagely low (based on the use of all of Trengo’s customers). However, urgent maintenance may be performed at any time.
Trengo may from time to time change features and functionalities of its Services. Suggestions and feedback of the Customer are welcome, but ultimately Trengo will decide which functions will be added, changed or removed. If you or an End User sends Trengo information, e.g. feedback about an error or a suggestion for improvement, you also give Trengo an unlimited and perpetual right to use this information for improvement of the Services and any other purpose Trengo wishes to use such information for.
In some cases, the Service can be linked to third-party software (whether or not via API). The options are described on the website. Trengo is authorized to no longer maintain or to cancel links with third parties and third-party software at its own discretion. Please also note that these third parties may do the same.
6.2. Support
The Services are provided in combination with the support Trengo offers through its website. In addition, Trengo will make certain technical documentation available, which the Customer can use for the implementation of the Service at its own expense and risk. Should the Customer require additional support, Trengo shall always be prepared to determine to what extent it is willing to provide such support, free of charge or for payment.
The term of the Services provided under the Agreement is mentioned in the offer of Trengo and as such laid down in the Agreement.
If no specific term has been agreed upon, the respective Service will be provided for an indefinite period of time. In such case, the Customer may terminate the respective Service at any given moment. Such termination shall take effect at the end of the calendar month following the month in which notice is received, unless indicated otherwise.
If a specific term has been agreed upon, for example a minimum period for a paid subscription, the respective Service cannot be terminated in the interim. Unless indicated otherwise, Services provided for a specific term will be automatically renewed with successive terms equal to the initial term, unless the Customer has terminated the Service at least 14 days before the moment of renewal. For instance, a subscription for a period of 12 months will, at the end of that period, automatically renew for additional periods of 12 months, until terminated.
Trengo may cancel, suspend or terminate the Agreement or specific Services provided thereunder with immediate effect in the event that the Customer fails to comply with an obligation under the Agreement or if its liquidation is petitioned for, it is granted a moratorium or the Customer's activities are discontinued or liquidated.
Upon termination, expiry or dissolvement of the Agreement, Trengo will be entitled to deactivate and permanently remove all (End User) accounts and associated data. The Customer shall in no event be relieved from its obligation to pay any accrued or payable fees to Trengo prior to the termination, expiry or dissolvement of the Agreement.
Trengo reserves the right to amend or supplement the Agreement, including these terms and conditions. Amendments will be announced in writing or via the Customer's account, at least one (1) month before the amendments take effect. Non-substantive minor amendments, as well as changes in connection with changes in laws and regulations, can be implemented at all times, without requiring notification.
If the Customer does not wish to accept an amendment, it must inform Trengo thereof within seven (7) days of the notification, in writing and with substantiation, in the absence of which this amendment will be considered to have been accepted. Objections may give Trengo cause to review the amendment. If Trengo indicates that it will implement the intended amendments after all, the Customer may terminate the Agreement as of the date on which the amendments come into effect. Unless the parties agree otherwise, this termination will not result in any form of reimbursement of fees, periodic or otherwise, that are already owed. Use of the Services by the Customer after the effective date will be regarded as acceptance of the amended conditions. Amendments that do not require notification as referred to above do not entitle the Customer to terminate the Agreement.
9.1. Processing of personal data
When the Services are used, certain personal data may be processed. Insofar as Trengo carries out the processing on the instruction of the Customer and, as such, acts as the 'processor' within the meaning of the General Data Protection Regulation ('GDPR'), both parties acknowledge that this processing takes place according to the arrangements laid down in the Data Processing Addendum that has been included as Appendix to these terms and conditions.
9.2. Confidentiality
Both parties will treat the information that they provide each other before, during or after the performance of this Agreement as confidential if such information has been marked as confidential or if the receiving party is aware or should reasonably assume that the information was intended to be confidential. The parties will also impose this obligation on their employees, as well as on any third parties engaged by them for the purpose of fulfilling the Agreement.
9.3. Liability
Trengo's liability for loss suffered by the Customer as a result of an attributable failure on Trengo's part to comply with its obligations under the Agreement, or as a result of unlawful acts on the part of Trengo, its employees or third parties engaged by it, is on a yearly basis limited to the amount actually paid out by the insurer of Trengo which amount shall be capped to the amount, excluding VAT, the Customer has paid Trengo within the framework of the Agreement in the three consecutive months prior to the loss-causing event. Trengo will under no circumstances be liable for compensation of consequential loss or loss due to lost turnover or profits, loss of goodwill, loss due to delay or loss due to loss or corruption of data.
Any limitation of liability included in the Agreement shall not apply in the event of intent or deliberate recklessness on the part of the management of Trengo.
For there to be any right to compensation, the Customer must report the damages to Trengo in writing as soon as possible after the damage has occurred within a maximum of one (1) month. Any claim for compensation shall be barred by the mere expiry of a period of six months after the damage-causing incident has occurred.
Liability on the part of Trengo for an attributable failure to comply with the Agreement only arises if the Customer gives Trengo proper notice of default in writing without delay, while providing Trengo a reasonable term to remedy the failure, and Trengo remains in default with its obligations after that term as well.
9.4. Nullity
If any provisions in the Agreement are declared null and void, this will not affect the validity of the entire Agreement. In such case, the parties will replace that provision with one or more new provisions that will reflect the purpose of the original provision as much as is possible under the law.
9.5. Communication
In these terms and conditions, the term 'written' or ‘in writing’ also refers to communication by email or via accepted other electronical means (such as the communication methods available within the Trengo Solution), provided that the sender’s identity and the integrity of the message have been sufficiently established. The version of any communications received or stored by Trengo – which includes communication via the Services – will be considered authentic, subject to proof to the contrary to be provided by the Customer.9.6. Promotion
Trengo shall be entitled to publicly describe the use case and its relationship with the Customer and may for this purpose use the trade name and trademarks, including logos, belonging to the Customer. In doing so, Trengo shall at all times adhere to applicable confidentiality arrangements. Trengo shall take into account any reasonable recommendations or requests of the Customer, when Trengo makes use of this right.
9.7. Transfer
The Customer grants Trengo the right to transfer the Agreement, in part or in full, to a third party without requiring further permission. Trengo will inform the Customer in writing when such transfer has occurred.
9.8. Applicable law
The Agreement is exclusively subject to Dutch law. Insofar as this is allowed under the law, application of Section 6:227b subsection 1, Section 6:227c, Section 6:272, Section 7:402, Section 7:403 and Section 7:408 of the Dutch Civil Code is excluded. Insofar as mandatory statutory regulations do not prescribe otherwise, all disputes that may arise from the Agreement will be submitted to the competent Dutch court in the district in which Trengo has its registered office unless Trengo submits the dispute to a different competent court.
1. Background and interpretation
This Data Processing Addendum (“Addendum”) sets out the additional terms, requirements and conditions on which Trengo will process Personal Data when providing the Services to the Customer under the Agreement. This Addendum is subject to the terms of the Agreement and is incorporated into the Agreement. Therefore, any and all rights and obligations arising from the Agreement, including any applicable general terms and conditions and/or limitations of liability, shall also apply to this Addendum.
2. Roles and processing details
For the purposes of this Addendum, Trengo shall be considered data processor and will only process personal data on behalf of the Customer. The Customer can either be the controller (the party who determines the purpose and means of the processing) or another data processor on a third party’s behalf.
The subject matter, duration, nature and purpose of processing and the categories of personal data and data subjects in respect of which Trengo may process to fulfil its obligations under the Agreement are further detailed in the tables below.
Trengo will only process the personal data to the extent, and in such a manner, as necessary for the provision of the Services under the Agreement insofar in accordance with Customer’s written instructions. Trengo will not process the personal data for any other purpose or in a way that does not comply with this Agreement or applicable data protection legislation, in particular the GDPR. Trengo shall promptly notify the Customer if, in its opinion, Customer’s instruction would not comply with the data protection legislation.
3. Security measures
Trengo endeavors to comply with the security measures required pursuant to the applicable data protection legislation, article 32 GDPR in particular. In this regard, Trengo will implement, and maintain throughout the term of the Agreement, technical and organizational security measures to secure the processing operations involved, against loss or any form of unlawful processing. Trengo does not guarantee that the security is effective under all circumstances.
The Customer is responsible for ensuring that the security measures as mentioned in the table below complies with its obligations pursuant to the applicable data protection legislation as regards the personal data processed.
4. Confidentiality
All obligations for Trengo under this Addendum shall apply equally to any persons processing the personal data under the supervision of Trengo, including but not limited to employees in the broadest sense of the term. Trengo ensures that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
All personal data received by Trengo from the Customer within the framework of the Agreement is subject to a duty of confidentiality vis-à-vis third parties. This duty of confidentiality will not apply in the event that the Customer (i) has expressly authorized the provision of such information to third parties, (ii) where the provision of the information to third parties is reasonably necessary taking into account the nature of the instructions and the provision of Services under the Agreement, or (iii) if there is a statutory obligation to provide the information to a third party.
5. Location of the data
Trengo may process the personal data in countries within the European Economic Area (EEA). In addition, the Customer gives Trengo permission to process personal data outside of the EEA, with due observance of the applicable laws and regulations. At the Customer’s request, Trengo will inform the Customer of the countries outside of the EEA in which it processes the personal data.
6. Engaging sub-processors
The Customer agrees that Trengo may engage any of its affiliates as a sub-processor. The Customer hereby grants Trengo and any of its affiliates general permission to engage third parties as sub-processors within and outside the EU/EEA, within the framework of the Agreement.
For the commissioning of sub-processors by Trengo, Trengo shall comply with the requirements set forth in article 28 paragraph 2 and 4 GDPR. In particular, at the request of the Customer, Trengo shall inform the Customer without undue delay about the engaged sub-processors. Trengo and any of its affiliates (if and when applicable) shall, in any event, ensure that such third parties will be obliged to agree in writing to similar duties as agreed by the Customer and Trengo in this Addendum. Where such sub-processor fails to fulfil its obligations under such agreement, Trengo shall remain fully liable to the Customer for the performance of the Agreement.
Trengo shall inform the Customer of any intended changes concerning the engagement of new sub-processors, by means of notice in writing or notice shown within the Service. The Customer shall then have five calendar days to object in writing to the intention of Trengo. If the Customer objects, the parties agree to engage in good faith discussions to resolve the matter. If the parties do not reach an agreement, then Trengo shall be entitled to engage the relevant sub-processor and the Customer shall be entitled to terminate the Agreement by the date on which the new sub-processor is engaged. If the Customer does not object within the period of five days, the Customer is deemed to have agreed to the engagement of the new sub-processor. The sub-processors approved as at the commencement of the Agreement are set out in the table below.
A.7. Assistance
Trengo shall, for as far as this is within his control, provide assistance to the Customer to attribute to Customer’s legal obligations within the framework of the Service. This concerns the provision of assistance in the fulfillment of its obligations under articles 32 to 36 GDPR, such as the provision of assistance in carrying out a data protection impact assessment (DPIA). Trengo may charge reasonable costs for providing this assistance to the Customer.
A.8. Rights of data subjects
In the event a data subject makes a request to exercise his or her legal rights under the articles 15 to 22 GDPR to Trengo, Trengo shall pass on such request without undue delay to the Customer. Trengo may inform the data subject of this passing on. The Customer will then further process the request independently.
If necessary and requested by the Customer, Trengo will assist the Customer with fulfilment of a request for as far as possible and reasonable. Trengo may charge reasonable costs to the Customer for providing such assistance.
A.9. Audit
The Customer is authorised to have audits performed by an independent third party that is bound to secrecy, in order to verify Trengo’s compliance with this Addendum. An audit may only take place after (i) the Customer has requested Trengo to provide available and relevant audit reports and (ii) the Customer has assessed the above-mentioned audit reports, but still has and puts forward legitimate reasons to have another audit performed.
Without prejudice to the above, an audit may be performed once a year, or more often in the event of a concrete suspicion of misuse of personal data or noncompliance with this Addendum. Trengo will provide its cooperation and make any information that is relevant for the audit available. An audit must be announced to Trengo at least thirty (30) days in advance, in writing.
The parties will jointly assess the findings of the audit that has been performed and will determine on that basis whether or not those findings will be implemented by one of the parties or by both parties jointly. The costs of the audit will be borne by the Customer.
A.10. Personal data breach
In the event of a personal data breach, within the meaning of article 33 GDPR, Trengo will notify the Customer thereof without undue delay. Trengo will use reasonable endeavors to ensure that the provided information is complete, correct and accurate. If required by applicable data protection legislation, Trengo shall cooperate in notifying the relevant data controller, data subjects and/or supervisory authorities. The Customer shall determine whether or not to inform these parties and remains the party responsible for any statutory notification obligations in respect thereof.
Along with the fact that a personal data breach has occurred, Trengo will on first request of the Customer provide details, if available, regarding (a) the date on which the data leak occurred (if the exact date is not known: the period of time within which the data leak occurred), (b) the (suspected) cause of the breach, (c) the contact point where more information can be obtained the categories of personal data concerned, (d) the categories of data subjects concerned; (e) the approximate number of data subjects and number of personal data records concerned; (f) the (currently known and/or anticipated) consequences thereof, (g) the (proposed) solution, (h) the measures that have already been taken by Trengo.
A.11. Term and termination
As soon as the Agreement is terminated for any reason, Trengo will delete and/or destroy all personal data in its possession and any copies thereof within one (1) day after termination of the Agreement. In case the Agreement is terminated due to non-payment, Trengo will delete and/or destroy all personal data in its possession and any copies thereof within one (1) year after termination of the Agreement.
When the Agreement is terminated by the Customer, the Customer may decide if it wants Trengo to delete and/or destroy the personal data after one (1) day or after one (1) year from the date of termination.
The Customer is responsible for ensuring that it makes copies or backups of the personal data held by Trengo in due time. Upon request and, where appropriate, against reasonable payment, Trengo may be asked to assist in this matter. Trengo shall be entitled to reasonable compensation for any work as set forth above.
A.12. Processing details
Duration of Processing:
For as long as the Services are provided
Purposes of Processing
The purposes of processing are limited to the provision of the Services that are provided by Trengo under the Agreement, including improvement of the Services.
Categories of data subjects
Categories of personal data
Pre-approved sub-processors
To improve Trengo Solutions, enhance its ease of use and expand its possibilities, Trengo invites its customers (hereinafter: Customer) to test beta versions of new features of Trengo Solutions. By accepting the Beta Tester Agreement (hereinafter: the Agreement), of which this Beta Tester Addendum forms an integral part, our customers can test and review the beta version of new features of Trengo (hereinafter: the Trengo Beta Software Solution) and provide feedback on the Software.
Customer and Trengo have agreed to the Trengo Terms and Conditions (which includes the Data Processing Addendum and Beta Tester Addendum), which are also applicable to the testing of the Trengo Beta Software Solution. Under the applicability of the Trengo Terms and Conditions, Trengo grants Customer, prior the formal release of the new feature of Trengo, a temporary right of use with respect to the Trengo Beta Software Solution, for limited testing and reviewing purposes only.
1. Definitions
1.1 “Confidential Information” means: the Agreement, the Trengo software, the Trengo Beta Software Solution, any beta features and/or integrations developed by Trengo, verbal or written information from Trengo in the broadest sense, any of its documentation, data, drawing, benchmark tests, specifications, trade secrets, sensitive business information, object code, source code, production methods, processes and technologies relating to current or future software, features, integrations, solutions of Trengo, marketing- and business strategies and policies which is indicated confidential or which the other party reasonably can assume that is confidential. All of Customers feedback and/or reviews of the Trengo Beta Software Solution is also considered to be Confidential Information. Confidential Information shall not include any information that (a) is or becomes generally available to the public other than as a result of disclosure by one of the parties; (b) is or becomes lawfully available to the other parties’ possession before receiving it from the other party and not subject to a confidentiality obligation; (c) is required to be disclosed pursuant to a judicial or govern-mental order or governmental regulations; (d) is obtained by the other party from any person other than a party and not subject to a confidentiality obligation or (e) is independently developed by the other party without using the Confidential Information.
1.2 “License Key” means: an encrypted element or piece of software related to the Trengo Beta Software Solution that enables on-going functionality of the Trengo Beta Software Solution licensed to Customer.
1.3 “Trengo” means: Trengo B.V., having its place of business at Stadsplateau 30, 3521 AZ Utrecht, registered at the Chamber of Commerce under number 72043687.
1.4 “Trengo Beta Software Solution” means: pre-released code and is not at the level of performance or compatibility of the final release of the Trengo software that will be available in the future. The Trengo Beta Software Solution is including, any external components and certified solutions which have been integrated into the Beta Software Solution so far, and any related documentation, if any, licensed by Trengo to Customer.
1.5 “Trengo Solution” means: the software solution provided by Trengo over the Internet (“Service”) that offers its users the ability to collaborate in one powerful omnichannel team inbox and streamline customer interaction, by connecting the Trengo Solution with third-party services and data sources.
2. Scope of the License
2.1 Trengo hereby grants Customer – prior to the final and official release of the new beta feature - the non-exclusive, non-assignable, non-sublicensable, non-transferable rights to use the Trengo Beta Software Solution, including all supporting documentation only for internal review and testing by Customer and only during the term of the Agreement. The grant of license is subject to Customer fulfilling the obligations under the Agreement. Any other use, including but not limited to by way of resale, renting, outsourcing, leasing or otherwise is prohibited.
2.2 Customer will test and review the Trengo Beta Software Solution. Customer will give Trengo feedback on this beta software which information Trengo is able to use for improving the final version of the Trengo software.
2.3 The Trengo Beta Software Solution may operate not correctly and may be substantially modified during the beta phase, or be withdrawn. The Trengo Beta Software Solution is provided “AS IS” without warranty of any kind. The entire risk arising out of the use or performance of the Trengo Beta Software Solution remains with Customer. In no event shall Trengo be liable and/or responsible for any damage whatsoever arising out of or inability to use the Trengo Beta Software Solution arising from any legal basis whatsoever.
2.4 Nothing contained in the Agreement shall be construed as conferring, by implication, estoppel or otherwise, any license or other right except the license and rights expressly granted hereunder.
2.5 Customer shall not (and shall not allow any third party to) copy the Trengo Beta Software Solution unless explicitly permitted under applicable mandatory legal provisions.
2.6 Customer has no right under this license to receive, use, or examine any source code or design or algorithms documentation relating to the Trengo Beta Software Solution. Customer will not, except as authorized by applicable statutory law, attempt to (or permit others to) decipher, reverse translate, decompile, disassemble or otherwise reverse engineer or attempt to derive the source code or underlying ideas, designs or algorithms of the Trengo Beta Software Solution.
2.7 Customer shall not (and shall not allow any third party to) modify the Trengo Beta Software Solution. In addition, Customer agrees that it will not alter, disable, tamper with and/or inhibit any parts/components of the Trengo Beta Software Solution, any technical measures to protect misuse of the Trengo Beta Software Solution, or any functionality included as part of the Trengo Beta Software Solution.
2.8 Trengo has embedded proprietary third party software in the Trengo Beta Software Solution or linked to or compiled with third party software or may deliver separate software from third parties pursuant to valid license grants. Copyright notices, rights of use, warranty disclaimers, limitations of liability and various other information relating to such third party software is contained in the installer’s steps and the destination directory for the installer or may be made available separately. Customer acknowledges that it has read these terms and conditions, understands that it is subject to them, and agrees to abide by each of them. If and in so far as these terms and conditions are deemed or declared inapplicable to the relationship between Trengo and Customer for whatever reason, the provisions in the Agreement shall fully apply.
3. Obligations of Customer
3.1 Customer agrees to provide Trengo with all test and evaluation results that are prepared by or for Customer promptly after Trengo asks for these results. Besides Customer will notify Trengo of all flaws, errors, imperfections and other problems concerning the Trengo Beta Software Solution or other materials where Customer has been granted access to and all ideas for enhancements, improvements, alterations or other modifications which come to Customers attention during the term of the Agreement.
3.2 Customer understands that prompt and accurate reporting is the purpose of the access to the Trengo Beta Software Solution and undertakes to use best efforts to provide frequent reports on all aspects of the Trengo Beta Software Solution both positive and negative and acknowledges that any improvements, modifications and changes arising from or in connection with the Trengo Beta Software Solution, remain or become the exclusive property of Trengo.
4. Title and Intellectual Property
4.1 All right, title, and interest in and to the Trengo Beta Software Solution and to any enhancements, improvements, alterations, ideas or other modifications to the Trengo Beta Software suggested by Customer shall remain with Trengo and/or its licensors. Customer assigns to Trengo all property rights, tittle and interest to such suggested enhancements, improvements, alterations, ideas or other modifications to the Trengo Beta Software Solution.
4.2 The Trengo Beta Software Solution is protected by copyright laws and international treaty provisions. The license granted herein does not constitute a sale of the Trengo Beta Software Solution. Any tools licensed with or included in the Trengo Beta Software Solution shall not be copied without the written permission of Trengo. Any disregard of Trengo or its licensor’s rights, including inappropriate access to the Trengo Beta Software Solution, shall be deemed to be a material breach of the Agreement and shall entitle Trengo to terminate the Agreement and pursue all remedies available to it.
4.3 Customer shall not break or change any Trengo Beta Software Solution or License Keys. Customer shall not change or remove any marks and/or notices concerning copyright, trademarks or other rights, or references hereto stated in the Trengo Beta Software Solution.
5. Protection of Confidential Information
5.1 Customer shall use the Confidential Information only in compliance with the Agreement and shall not disclose the Confidential Information to any third party person or entity, without Trengo’s written consent. Customer exercise due care and use all reasonable efforts to protect Trengo’s Confidential Information from unauthorized access, reproduction, use and disclosure and shall promptly notify Trengo in writing of any unauthorised use or disclosure of the Confidential Information.
5.2 Customer shall not directly or indirectly through any third party, develop, manufacture, produce and/or distribute any software, products, services derived from the Confidential Information or in other ways seek to commercialize Trengo’s Confidential Information.
6. Term and Termination
6.1 The Agreement and the license granted herein shall start at the moment Customer selects the “Accept” button and Trengo has accepted the submission of Customer to the Trengo Beta Software Solution. Or in the case of a separate Beta Testing Agreement, both Trengo and Customer have signed the Beta Testing Agreement.
6.2 The Agreement will terminate at the official release date of the Trengo Beta Software Solution, or in the event Trengo concludes that the Trengo Beta Software Solution will not be released at all, the Agreement terminates at the date that Trengo takes this decision and will inform Customer. Trengo may terminate the Agreement and the license granted hereunder at any time, upon written notice, at its convenience or if Customer fails to comply with any of the terms and conditions of the Agreement. Customer may terminate the Agreement upon written notice to Trengo. Upon termination, Customer shall immediately cease to use the Trengo Beta Software Solution, and any Confidential Information and access to the Trengo Beta Software Solution will be denied and blocked.
7. Warranties and limitation of liability
7.1 Customer is aware that the Trengo Beta Software Solution is experimental. The Trengo Beta Software Solution is provided “as is”, without any express or implied warranty of any kind, including warranties of merchantability or fitness for any particular purpose. Trengo shall in no event be liable for any direct or indirect damages, including without limitation, damages for loss or corruption of (use of) data, loss of profits, business interruption, loss of information arising from the use of or inability to use the Trengo Beta Software Solution or accompanying materials. These limitations will apply even if Trengo has been advised of the possibility of such damage. The parties acknowledge that this is a reasonable allocation of risk.
7.2 Trengo makes no other warranties, representations, obligations of remedy or rights other than those described above, whether implied or express, statutory, oral or written, including but not limited to any implied warranties of merchantability, against infringement, quiet enjoyment, accuracy of data, system integration, or fitness for a particular purpose. Accordingly, Customer shall have no right to raise any claims against Trengo if Trengo Beta Software Solution contains errors and/or inconveniences.
8. Miscellaneous
8.1 Customer shall not transfer or assign its rights or obligations arising under the Agreement to any third party. Subject to the foregoing, the Agreement will be binding upon and will inure to the benefit of the parties and their respective successors.
8.2 No amendment to the Agreement will be effective unless it is in writing and signed by Trengo.
8.3 No waiver of satisfaction of a condition or nonperformance of an obligation under the Agreement will be effective unless it is in writing and signed by the party granting the waiver.
8.4 If any provision of the Agreement is held to be unenforceable, then that provision is to be construed by modifying it to the minimum extent necessary to make it enforceable. If an unenforceable provision is modified in accordance with this article, the rest of the Agreement is to remain in effect as written.
8.5 The Agreement set forth the entire understanding between the parties and supersedes all oral or written agreements or understandings between the parties as to the Trengo Beta Software Solution.
8.6 The parties shall at all times be independent parties and shall present themselves to all other parties as such. Nothing in the Agreement will be construed to make either party, and Customer agrees that it is not an agent, employee, franchisee, joint venture or legal representative of the other party.
9. Governing Law and Jurisdiction
9.1 The Agreement will be interpreted and construed in accordance with the laws of the Netherlands and any dispute, controversy or claim arising out of or in connection with the Agreement or the breach, termination or invalidity thereof, shall be submitted to the applicable courts of Amsterdam, the Netherlands.
9.2 To the extent permitted by applicable law, Trengo may take concurrent proceedings for injunctive relief or other extraordinary relief in any number of jurisdictions, without the necessity of proving actual damages.
9.3 The Agreement is not governed by the 1980 UN Convention on Contracts for the International Sale of Goods.
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