Trengo B.V as registered with the Dutch Chamber of Commerce under registration number 72043687 (“Trengo” or “we”) is the provider of the Trengo Solution, a customer engagement platform that helps companies create meaningful interactions with their customers by centralizing customer conversations into one software solution and automating repetitive work. The Trengo Solution may be connected with third-party communication services, -software and/or -data sources as (already) used by you or the customer (including its End Users). The customer (including its End Users) or you are hereinafter referred to as the “Customer” or “you”.
These Terms and Conditions apply to the Trengo Solution and to any other services and products that Trengo offers or may offer to the Customer (“Service” or “Services”). These Terms and Conditions together with the Data Processing Addendum, Beta Tester Addendum, applicable (online) offers and customer specific terms, as well as any expansion, extension or amendment thereto, form the full agreement between Trengo and the Customer (“Agreement”).
In case of any deviations between these Terms and Conditions and the applicable Data Processing Addendum, Beta Tester Addendum, (online) offers and customer specific terms (e.g. on pricing, packaging, renewal, etc.), any expansion, extension or amendment thereto, these Terms and Conditions shall prevail, unless otherwise agreed between Trengo and the Customer in writing. If you have any queries, please feel free to contact us using the contact details indicated on our website: www.trengo.com.
The Trengo Solution is a versatile product and offers the Customer the option of activating various features and realizing connections with third-party communication services, -software and/or -data sources as the Customer may (already) have in use (“Third-Party Connections”).
The Trengo Solution is made available to Customers (and their End Users) through a paid subscription package. Upon creating an account, the Customer can choose and activate their preferred subscription package. The details provided by Trengo explicitly outline the features, services and the quantity of conversations and/or End User accounts included in the subscription package, such as, but not limited to a predefined limit on End User accounts and conversations.
If the Customer wishes, they have the option to add the following, for which Trengo may charge additional (usage based) fees:
Users - Each activated subscription package includes a certain number of End User accounts. The customer may obtain additional End User accounts.
Features and Add-ons - Not every available feature is automatically included in a chosen subscription package; some may be offered in a different subscription package or as standalone options that can be activated by the customer (“Add-ons”).
Conversations - An activated subscription package may include a certain number of conversations. If Customer wishes, it may purchase or commit to additional conversations.
Third-Party Communication Providers - in case Customer wishes to use certain third-party communication providers (such as, but not limited to Meta, Twilio etc.), it may connect such third-party services, -software and/or -data sources to the Trengo Solution.
Additional Services - The customer has the option to request additional services from Trengo, which may encompass, but are not restricted to, onboarding services or other services.
Details on the above and the Services Trengo provides are clearly outlined on our website www.trengo.com.
Trengo may from time to time choose to offer (new) Customers 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 the Agreement.
During a free trial, certain Services 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 free trial period, and access will be suspended or ceased unless indicated otherwise by Trengo.
Trengo may offer the Customer at its sole discretion certain benefits such as discounts on subscription fees, extension in subscription terms for no extra payments, with regard to the Services. Such benefits are not transferable and may have an expiry date. If they do not have an expiry date, they will expire upon completion of six (6) months from their date of offer.
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 services (including the applicable terms and conditions) of any Third-Party Connections, Third-Party Communication Providers or any other third-party providers at the Customer’s request. Furthermore, in addition to the terms of the Agreement, the Customer or its End Users may have already accepted or need to accept and adhere to terms used by any of such third-party providers. 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 Third-Party Connections or other extensions from working properly.
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 and charge an additional fee for such additional services.
To access and make use of the Services, the Customer must register for an account by providing the information requested in the registration process, whereby these Terms and Conditions will be made available to Customer. This account enables the Customer to create 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 but not limited to additional purchases and any over-use, performed via End User accounts.
The number of possible End User accounts is not limited, however, creating more End Users may require additional payment or another subscription package, unless clearly indicated otherwise. If more End User accounts are created than included under the active subscription, either the subscription will automatically rollover to the next subscription package or Customer will be required to pay an extra fee (per extra End-User) of which Customer will be notified by Trengo.
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 immediately, in any case 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 to the Customer. When an End User account is shared by the End User with other persons or parties, Trengo shall be entitled to charge the fees for the creation of an additional End User account or to automatically rollover to the next subscription package, of which Trengo will notify the Customer.
The Trengo Solution offers you the option of Third-Party Connections or - as the case may be - other integrations and features as (already) used by the Customer. Depending on the Third-Party Connection or other integration and feature at hand, the connection can be realized by means of an API provided by Trengo or the third-party provider or via other techniques. It is always up to the Customer or its End Users to decide whether to link and connect third-party software to the Trengo Solution or not. Depending on the Customer’s activated subscription package, some Third-Party Connections, integrations, APIs, or other features may not be available to the Customer. If the Customer desires a connection, integration or other feature that is not possible under the active subscription package, the Customer may change its subscription package (or activated add-ons) to where such feature is available.
Unless otherwise indicated, Trengo may offer access to its APIs. 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 (and liable) for the correct implementation of any Third-Party Connection, integration, the APIs and/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, as far as reasonably possible with 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.
Third-Party Connections, integrations, APIs or other features may be depended on adequate cooperation of the third-party software providers. These providers may unilaterally decide to no longer support such connection and/or to change their API or other feature. Trengo shall always endeavor to encourage these third parties to maintain the relevant connection but cannot give any guarantees in that regard. Trengo is not responsible nor liable either indirect or direct for any damages resulting from Third-Party Connections, integrations, API’s or other features that are no longer working properly or unilaterally changed, canceled, blocked or suspended by a third-party software provider. The Customer shall not be entitled to any refunds on such occurrence.
The Customer shall owe a certain fee for the Services rendered under the Agreement, which may consist of one or several components, including but not limited to a monthly or annual subscription fee, conversation bundles, additional End Users accounts, or activation of certain Third-Party Connections, features, add-ons and / or paid services offered by Trengo, all of which are detailed and displayed on the website www.trengo.com.
Depending on the use of the Services the amount of the fee(s) and the components it consists of, may change during the term of the Agreement. The applicable fees and the method of calculation are transparently presented, communicated, or disclosed to the Customer or End Users before the invoicing process occurs. Should the Customer exceed the initially agreed-upon number of conversations, they may incur an additional fee for such excess usage, with prior notification given to the Customer. Fees based on actual use may be offset against the balance in the Customer’s account, or if insufficient, invoiced separately monthly in arrears.
Trengo is entitled to invoice the Customer in advance. Fees are non-refundable. Trengo shall be entitled during the term of a current subscription to invoice the Customer on a pro rata basis for the remaining period of Customer’s subscription term for additional Services purchased (such as extra End User accounts, Add-ons and/or other expansions).
Trengo has the right to amend any applicable fees (including but not limited to additional fees and recurring fees such as subscription fees) 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.
The fees owed by Customer 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 of which Trengo will timely notify Customer. In such case, the Customer is required to provide timely payment via a different available payment method as used by Trengo.
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 as used by Trengo. 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. In case no payment has been received by Trengo, Trengo may remind Customer and request for payment. Trengo has the authority to promptly suspend the Services, either partially or entirely, if payment is not received on time or if the Customer initiates a chargeback after payment.
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.
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.
Subject to timely payment of the agreed upon fees, Trengo grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to use the Service solely within its own organization by the End Users 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, conversations bundles, or additional features and services the Customer or its End Users have activated and/or purchased.
All intellectual property rights regarding the Services (including the Trengo Solution) or any other materials or services provided by Trengo remain vested in Trengo or its licensors. The source code of the Services (including but not limited to the Trengo Solution) will never be made available to the Customer.
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 shall not be used for actions that are contrary to the applicable laws and regulations, such as but not limited to 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 an integration that is approved by Trengo e.g. Third Party Connections) or use the Service in such a manner that this causes a nuisance to or hinders Trengo, its Customers or End Users, for example by uploading or downloading large quantities of data or making excessive use of the Service.
Furthermore, you and your End Users shall not 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 or other intellectual and industrial property rights; (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 harassment of third parties with unsolicited communications (e.g. spam, including (a) sending a communications to contact details obtained through surreptitious methods, including through a purchased, rented, or borrowed contact details list; (b) with a misleading or false: name, address, email address, or subject line; (c) that uses or contains a forged header). (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); or (viii) in any other way use the Services (or any parts thereof) in a manner that is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or libelous, and / or contrary to and in violation of applicable law and regulations.
If Trengo finds that the Customer or its End User(s) have violated any of the above conditions, or receives a complaint about the same or similar, 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, including terminating the Agreement. 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 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 including terminating the Agreement.
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 the Customers). However, urgent maintenance may be performed at any time.
Trengo may from time to time change, add or remove features and functionalities of its Services. Suggestions and feedback of the Customer are welcome, but ultimately Trengo will decide which functions and features 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 Third-Party Connections, integrations, API or other feature). Trengo is authorized to no longer maintain or to amend or cancel links with third parties and third-party software at its own discretion. Please also note that these third parties may do the same.
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 against payment.
The term of the Services provided under the Agreement is specified in the offer of Trengo, during the registration process and in Customer’s account, as well as in the applicable subscription package on the website www.trengo.com, all of which are laid down in the Agreement including these Terms and Conditions.
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 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 (fourteen) days before the moment of renewal. For instance, a subscription for a period of 12 (twelve) months will, at the end of that period, automatically renew for additional periods of 12 (twelve) 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 any obligation under the Agreement which failure is not capable of remedy within a reasonable period of time, at Trengo’s discretion, 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 (Customer and End User) accounts and associated data after 6 (six) months from the date of termination, expiry or dissolvement of the Agreement. The Customer shall in no event be relieved from its obligation to pay any accrued or payable (subscription and additional) 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 14 days 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. 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.
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 (EU) 2016/679 ('GDPR'), both parties acknowledge that this processing takes place according to the arrangements laid down in the Data Processing Addendum that fully applies and has been included as Appendix to these Terms and Conditions.
Trengo and Customer will treat any 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 Customer and Trengo 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. In any case the following information is considered confidential under the Agreement: Trengo Solution software, any features and/or integrations developed by Trengo, API (keys), 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 and all of Customers feedback and/or reviews of the Trengo Services. 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 confidential information.
Trengo's liability for loss suffered by the Customer as a result of an attributable, irremediable, proven and direct failure on Trengo's part to comply with its obligations under the Agreement, or as a result of proven unlawful acts on the part of Trengo, its employees or third parties engaged by it, that are not capable of remedy, 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 indirect, 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) week. Any claim for compensation shall be barred by the mere expiry of a period of six (6) months after the damage-causing incident has occurred. Liability on the part of Trengo for an attributable, irremediable, proven and direct 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.
If any provisions in the Agreement are declared null and void, this will not affect the validity of the entire Agreement. In such case, Trengo 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.
In these Terms and Conditions, the term 'written' or ‘in writing’ also refers to communication by email or via accepted other electronical means, 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.
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. Use by Customer of Trengo’s trade names and trademarks, including logos is always subject to prior written permission of Trengo.
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. Customer may only transfer this Agreement, in part or in full, after prior written permission of Trengo.
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 in which case Trengo may be considered sub-processor.
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 articles and 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 EU General Data Protection Regulation 2016/679 (“GDPR”). Trengo shall promptly notify the Customer if, in its opinion, Customer’s instruction would not comply with the data protection legislation.
The terms "consent", "controller", "data subject", "personal data", "personal data breach", "processor", "sub-processor", "processing", "supervisory authority" and "third party" shall have the meanings as set out in article 4 of the GDPR.
3. Details and Scope of processing
Processing of personal data within the scope of the Agreement and this Addendum will be carried out in accordance with the following stipulations and as required under Article 28(3) of the GDPR. The parties may amend this information from time to time, as the parties may reasonably consider necessary to meet those requirements:
1. The subject matter and purposes of processing are limited to the provision of the Services that are provided by Trengo under the Agreement, including improvement of the Services;
2. The personal data will be processed as long as the Services are provided by Trengo under the Agreement;
3. The processing activities by Trengo with respect the Services are outlined in the Agreement and will include, as applicable (a) providing the Services; (b) the detection, prevention and resolution of security and technical issues; and (c) responding to Customer's support requests;
4. The types of personal data to be processed:
5. The categories of data subjects to whom the personal data relates:
6. Trengo will only process personal data (i) for the purposes of fulfilling its obligations under the Agreement and (ii) in accordance with the documented instructions described in this Addendum or as otherwise instructed by the Customer from time to time.
7. Where Trengo reasonably believes that a Customer instruction is contrary to the provisions of the Agreement or this Addendum, or that it infringes the GDPR or other applicable data protection provisions, it shall inform the Customer without delay. In both cases, Trengo shall be authorised to defer the performance of the relevant instruction until it has been amended by Customer or is mutually agreed by both parties;
8. Customer is solely responsible for its utilisation and management of personal data submitted or transmitted by the Services.
4. 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 (including but not limited to the GDPR) as regards the personal data processed.
5. 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.
6. 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, whereby Trengo and Customer - as applicable - will agree on the following document(s) and safeguards which will be fully integrated into this Addendum and the Agreement, as the case may be, for transfers of personal data from the EU, EEA and/or their member states, Switzerland and the United Kingdom to countries which do not ensure an adequate level of data protection within the meaning of i.a. the GDPR of the foregoing territories and in order to implement appropriate safeguards:
1. The “Standard Contractual Clauses” for the transfer of personal data to (sub) processors established in third countries under the GDPR (the current version as at the date of this Addendum is as annexed to European Commission Decision 2021/914 (EU) of June 4, 2021), whereby Module 2 (Controller-to-Processor) will apply where Trengo acts as data processor and Module 3 (Processor-to-Processor) will apply where Trengo acts as sub-processor;
2. and/or the "UK Addendum" (International Data Transfer Addendum to the EU Commission Standard Contractual Clauses); and
3. additional safeguards with respect to security measures including data encryption, data aggregation, separation of access controls and data minimization principles.
At the Customer’s request, Trengo will inform the Customer of the countries outside of the EU/EEA in which it processes the personal data.
7. 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, whereby the sub-processors as included in Annex 1 to this Addendum are pre-approved by the Customer.
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 and level of data protection 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 (5) 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.
8. Assistance
Trengo shall, for as far as this is within its 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.
9. Rights of data subjects
In the event a data subject makes a request, complaint or inquiry to exercise his or her legal rights under the articles 15 to 22 GDPR to Trengo, Trengo shall pass on such request, complaint or inquiry within 14 (fourteen) days from receipt to the Customer. Trengo may inform the data subject of this passing on. The Customer will then further process the request, complaint or inquiry 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 and taking into account the nature of processing. Trengo may charge reasonable costs to the Customer for providing such assistance.
10. Audit
The Customer is authorised to have reasonable audits performed by an independent third party that is bound to confidentiality, in order to verify Trengo’s compliance with this Addendum. An audit may only take place after (i) the Customer has reasonably requested Trengo in writing to provide available and relevant audit reports and (ii) the Customer has assessed the above-mentioned audit reports, but still has and puts forward reasonable 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 reasonably 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.
11. 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.
12. Return or destruction of personal data
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 6 (six) months after termination of the Agreement. In case the Agreement is terminated due to 90 (ninety) days non-payment, Trengo will delete and/or destroy all personal data in its possession and any copies thereof within 3 (three) months after such termination of the Agreement due to non-payment.
In the event of deprecation of Features and Add-Ons, Trengo will first exercise a ‘soft‘ delete of all personal data in its possession and any copies thereof within 3 (three) months after the announcement of deprecation of Features and Add-Ons. 3 (three) months thereafter (being 6 (sic) months after the announcement of deprecation of Features and Add-Ons, Trengo will exercise a ‘hard‘ delete and destroy all personal data in its possession and any copies thereof.
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.
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B. Beta Tester Addendum
To improve Trengo Solutions, enhance its ease of use and expand its possibilities, Trengo invites its Customers to test beta versions of new features of the Trengo Solution. By accepting the Agreement, of which this Beta Tester Addendum forms an integral part, Customers can test and review the beta version of new features of Trengo as further defined below (“Trengo Beta Software Solution”) and provide feedback on the Trengo Solution under the terms and conditions as set out herein (“Beta Tester Addendum”).
Customer and Trengo have agreed to the Trengo Terms and Conditions (which includes the Data Processing Addendum, Beta Tester Addendum, applicable (online) offers and customer specific terms, as well as any expansion, extension or amendment thereto), which are also applicable to the testing of the Trengo Beta Software Solution. Trengo hereby 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.
Definitions
The definitions as used in the Agreement - including the Trengo Terms and Conditions - shall also apply to this Beta Tester Addendum, whereby the following definitions shall more specifically apply to the Trengo Beta Software Solution:
1.1 “Confidential Information” means: the Agreement, the Trengo Solution, 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, input 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 Beta Software Solution” means: pre-released code and is not at the level of performance or compatibility of the final release of the Trengo Solution 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.
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 Beta Tester Addendum. The grant of license is subject to Customer fulfilling the obligations under the Agreement, including this Beta Tester Addendum. 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 Solution.
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 Beta Tester Addendum 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 authorised 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, including this Beta Tester Addendum, 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 Beta Tester Addendum.
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, including this Beta Tester Addendum, 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 unauthorised 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 commercialise Trengo’s Confidential Information.
6. Term and Termination
6.1 The Agreement and the license granted in this Beta Tester Addendum 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 Beta Tester Addendum 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 Beta Tester Addendum terminates at the date that Trengo takes this decision and will inform Customer. Trengo may terminate the Agreement and the license granted in this Beta Tester Addendum 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 and/or this Beta Tester Addendum. Customer may terminate the Beta Tester Addendum 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 The terms and conditions of the Agreement, including but not limited to the Trengo Terms and Conditions and the Data processing Addendum, fully apply to this Beta Tester Addendum, unless specifically stated otherwise in this Beta Tester Addendum.
8.2 If any provision of the Beta Tester Addendum 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 Beta Tester Addendum is to remain in effect as written.
8.2 The parties shall at all times be independent parties and shall present themselves to all other parties as such. Nothing in the Agreement, including this Beta Tester Addendum, 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 Beta Tester Addendum 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 Utrecht, 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 Beta Tester Addendum is not governed by the 1980 UN Convention on Contracts for the International Sale of Goods.
