Terms and conditions applicable to the use of the Services
Last modified : July 20th 2022
This document sets out the Terms and Conditions (“Terms”) on which Ciao will provide access to a workplace management solution to Subscriber and related Services.
“CIAO”: Ciao Nederland B.V. a private company with limited liability incorporated under the laws of the Netherlands, registered with the Trade Register under number 83435565
“Customer”: The legal entity that the Company Account is created for and entering into the Agreement or the successor/assignee of such a legal person;
“Company Account”: A section of the SaaS designated in the SaaS as a company account and intended to confine the Subscriber Data held under a single Subscription, but also used for other purposes, such as grouping End-Users;
“Order form”: An order for the Services signed by the Customer and CIAO.
“Subscriber”: The person or legal entity that the Company Account is created for and entering into the Agreement or the successor/assignee of such a legal person;
1. General Terms
1.1 CIAO offers a Software-as-a-Service ("SaaS") application, that enables businesses to manage allocation of available workspace among employees and other business related persons (the "Software"). CIAO offers Customers access to the Software in return for a fee based on monthly active users (the "Service").1.2 This this Software-as-a-Service agreement ("SaaS Agreement") and DPA ("Data Processing Agreement") governs Parties rights and obligations regarding the use of the Services and Software by Customer.
2.1 Start date This SaaS Agreement commences after creating a Trial on our website or on the date of signing the Order form and is concluded for an indefinite period of time.
2.2 Termination Parties are allowed to terminate this SaaS Agreement in writing, with a 1 (one) month notice. The date 1 (one) month after the notice being the effective "End Date". CIAO will deny Customer’s access as of the End Date.
2.3 Legal Restrictions and Sanctions Either Party may terminate this SaaS Agreement with immediate effect, without any notice being required and without being liable for any damages as a result of the termination, in case the other Party:a. has been dissolved or liquidated, or is in dissolution or liquidation.b. has been granted suspension of payments; orc. has been declared bankrupt.CIAO may deny Customer’s access to the Software as of the termination date.
3. Fee and invoicing
3.1 Trials Use of the Software is free during Subscriber's free trial period which is 14 days by default, unless the Parties agree otherwise or the Subscriber enters into a paid Subscription.
3.2 Fee The fee is determined as follows: every user of the Software is assigned a unique user-id. Every user-id affiliated with Customer, who makes a reservation in a calendar month using the Software is regarded as a "Monthly Active User" (or "MAU") for that month. The fee for the Service for that month (the "Fee") is based on the number of Monthly Active Users affiliated with Customer, as set out in the price schedule as stated in the Order Form.
3.3 Invoice CIAO shall invoice Customer after each calendar month. Invoices will be sent by CIAO to the email address stated in the Order Form
3.4 Payment Customer shall pay the Fee within 14 (fourteen) days after the invoice date. If Customer fails to pay CIAO within this term, CIAO may deny Customer access to the Software.
3.5 Price changes CIAO reserves the right to review the prices for the Service from time to time (for instance when new functionalities or features are added to the Software). CIAO shall inform Customer in advance of any price change including the date such price change shall take effect. Subject to applicable law, Customer agrees to the new price by continuing to use the Services after a price change.
4.1 Availability The Software shall be electronically accessible for Customer. At the commencement date of this agreement, the Software is available for Customer by means of an admin platform accessible via https://admin.ciaowork.com (the "Management Console"), an online application (the “Web App”) and a mobile app (the "App"). The Management Console allows Customer to configure the workplaces in their office(s), manage users and access statistics. The primary function of the Web App and App is to allow users to make workplace reservations.
4.2 End user access Users can access the Software by means of the Web App, accessible via https://app.ciaowork.com, and the App – which is available as a free to download mobile app from the App Store and Google Play.
4.3 Use limitations The Services provided qualify as Software as a Service. During the term of this SaaS Agreement, CIAO shall provide Customer a non-transferrable, non-exclusive, non-sublicensable and revocable right under the terms set out in this SaaS agreement to access and use the Software on a SaaS basis.
4.4 Service level CIAO shall put all its reasonable efforts to procure that the Software is available to Customer 24 hours a day and 7 days a week. CIAO thrives to maintain an Uptime of 99,5% on a Yearly basis of its Software.
5. Quality of Service support
5.1 Support desk Customer may contact CIAO’s Support team for support or report an Incident. The Support team is available from Monday to Friday from 09:00 till 18:00 (Central European Time) and can be reached by emailvia firstname.lastname@example.org.
5.2 Scheduled Maintenance CIAO shall regularly schedule maintenance to implement improvements to the Software and solve potential bugs and errors. Scheduled Maintenance shall be performed at reasonable times when app usage is low and outside of regular working hours. If the Scheduled Maintenance does not affect Up- or Downtime, CIAO may perform this at any time.
5.3 Incidents CIAO actively supervises the Software to detect and prevent an Incident. In case an Incident does occur, CIAO strives to effectively, definitively or temporarily solve such Incident. CIAO will on a best effort basis undertake customary market measures, taking into account the current state of technology to resolve the Incident as soon as possible whilst maintaining a reasonable response time.
6. Obligations of Customer
6.1 Customer is solely responsible for the technical operation and maintenance of its (and its employees') internet connection, internal network, operating systems, devices and all other systems that are relevant or necessary for undisturbed use of the Service.
6.2 Customer shall solely use the Software with the purpose to allocate its available workspaces to its employees, or for other purposes as by CIAO’ intended design. In case Customer would like to use the Software for any other purpose(s), Customer shall request prior written consent from CIAO.
6.3 Customer shall not during the term of this SaaS Agreement and for a period of 12 (twelve) months after termination:a. use the Software for any unlawful or illegal purpose;b. create or attempt to create competing versions of the Software or any software with properties similar to that of the Software;c. attempt to, directly or indirectly, (i) copy or republish the Software, (ii) make the Software subject to reverse engineering, (iii) lease, sub-license, encumber, lent, amend, merge into or with other software, decompile, disassemble, transfer, exchange, d. translate, hack, distribute or otherwise attempt to derive the source code, techniques, or other information of the Software or permit or induce the foregoing, or (iv) cause damage to or with the Software or in any other way abuse the Software.
7.1 Customer grants CIAO the right to use Customers name and logo on CIAO' websites and Software and in marketing and promotional material. If Customer wishes to limit such right at any time, it shall notify Ciao at the following email: email@example.com. Customer retains all right, title, and interest in and to such company name and logo.
7.2 Parties each agree to, during the term of this SaaS Agreement and thereafter, not make any public statements which may materially disparage the other Party.
8.1 CIAO acknowledges the importance of confidentiality for your business and shall take reasonable measures (customary market measures) to ensure confidentiality of all information disclosed to CIAO in the context of and as a result of the execution of this SaaS Agreement and usage of the Software.
8.2 Parties shall keep confidential any information disclosed in the context of and as a result of the execution of this SaaS Agreement that is reasonably understood by Parties to be confidential information ("Confidential Information").
8.3 Confidential Information includes (but is not limited to) Parties’:
a. financial information and fee structures;b. employees, Customer, business partner and supplier information;c. hardware and system designs, architectures, structure and protocols;d. product and service specifications;e. manufacturing, purchasing, logistics, sales and marketing information;f. data about Customer’s usage of the Software; andg. the terms of this SaaS Agreement.
8.4 If a Party is required by law to disclose any information that is prohibited to disclose by this SaaS Agreement, that Party shall provide the other Party with prompt written notice of such requirement so that the disclosing Party may seek a protective order or other appropriate relief.
8. Intellectual property
8.1 All "Intellectual Property Rights" vesting in and otherwise related to CIAO’ software and underlying code and/or the Software remain the sole property of CIAO. In particular, all Intellectual Property rights vesting in the data, data structure and content offered via the Software shall be owned exclusively by CIAO.
8.2 Intellectual Property Rights include, without limitation, copyrights, patents, database rights, trademark rights, trade secret rights, (un)registered design rights, domain names, and other (intellectual property) rights, title and interest associated with any ideas, concepts, techniques, inventions, processes, works of authorship or trade secrets, source code, object code and underlying technical documentation.
8.3 Customer may not rebuild or reproduce the Software or Software programming interface ("API") or underlying (source/object) code, whether or not using reverse engineering. If Customer requires information in order to achieve interoperability of the Software and/or API with internal software that is not documented, it must request approval to CIAO in writing.
8.4 Customer may not remove any designation concerning copyrights, trademarks, trade names or other rights of (intellectual) property from the data, Software or API.
9.1 CIAO provides its services and the Software in compliance with relevant privacy legislation, such as the General Data Protection Regulation ("GDPR") and national implementations thereof.
9.2 In respect of the use of the Software and the consequent processing of personal data, Customer shall act as 'data controller' and CIAO shall act as 'data processor' within the meaning of the GDPR. To this end, Parties shall enter into a Data Processing Agreement".
10. Liability and Indemnification
10.1 The Software is provided ‘as is’ and on a best effort basis.
10.2 CIAO is in no event liable for:a. any damage caused by the use of the Software by Customer;b. any damage resulting from hacking, tampering, or other unauthorized access or use of the Software or user accounts as a result of negligence on the part of the Customer or its employees. c. failure to meet any of CIAO' obligations under this SaaS Agreement or Service Level Agreement where such failure is due to d. events beyond CIAO' control (for example a network failure);d. any damage or alteration to any of Customer’s properties as a result of the installation or use of the Software.e. any and all damage caused by improper use of the Software by Customer, e.g. not following CIAO' use instructions.
10.3 CIAO is never liable for the indirect damage suffered by Customer.
10.4 If CIAO is nevertheless liable in any case, this liability is limited to the total amount of fees paid during the calendar year in which the liability causing event took place.
10.5 If Customer is in breach of any of its obligations provided in this SaaS Agreement, Customer is liable to CIAO for compensation for loss suffered or to be suffered by CIAO.
10.6 Customer indemnifies CIAO for all third party (including Customers user) claims that relate to (the content of) the data that Customer collects, distributes or processes by means of the Software, including any personal data that has been collected and processed in the sense of the GDPR.
10.7 If a Force Majeure Event gives rise to failure or delay in either Party performing any obligation under this SaaS Agreement, the Party whose performance of its obligations under the SaaS Agreement is affected by the Force Majeure Event shall promptly notify the other Party. CIAO shall be authorized to suspend its services fully for the duration of the Force Majeure Event. In case of suspension of services by CIAO attributable to a Force Majeure Event, CIAO shall never be liable for any damages of Customer nor shall CIAO be obliged to repay Customer a proportional part of the Fee. CIAO shall resume its services as soon as possible. For the purpose of this SaaS Agreement and Service level Agreement, a "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the Party affected (including but not limited to failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections and power failures).
10.8 Any right from Customer to claim damages ceases when Customer has not taken the measurements necessary to mitigate the damage or to prevent further and/or other damage. This right shall also cease if Customer did not inform CIAO within 30 (thirty) calendar days after noticing the damage and all relevant information thereto.Nothing in this SaaS Agreement shall exclude or limit CIAO’ liability when it cannot be excluded or limited under applicable law.
11. Final Provisions
11.1 The invalidity or unenforceability of any provision of this SaaS Agreement shall not affect the validity or enforceability of any other provision in it. The invalid provision shall be deemed to be replaced by a valid and enforceable provision that complies with the objectives of the Parties as much as possible.
11.2 This SaaS Agreement supersedes all prior agreements between Parties regarding the use of the Software by Customer.
11.3 Customer may not transfer its rights and obligations from this SaaS Agreement to a third party without CIAO’ prior permission in writing.
11.4 Parties agree to cooperate in the preparation and/or entering into of new (supplementary) agreements and other documentation between the Parties, as may be required by the GDPR or national implementations thereof.
12. Governing law and jurisdiction
12.1 This SaaS Agreement shall be governed by and construed in accordance with the laws of the Netherlands.
12.2 All disputes arising out of or in connection with this SaaS Agreement shall be exclusively submitted to the competent court in Amsterdam.