The following terms and conditions (“Terms of Service") are always applicable to your use of Microspace services. By subscribing to our Subscription Services and by using our Subscription Services or Consulting Services, you agree to the latest version of these terms which includes our Privacy Policy and Data Processing Agreement. Arrangements that deviate from these terms and conditions will only be applicable if they have been agreed on by us in writing.
We may update these general terms and conditions. The latest version of these terms and conditions will always apply. If we make material changes to these terms we will inform you via email or via the application.
If you have any questions regarding these terms and conditions or the Software, you can contact us by sending an email to team@microspace.co.
"Service Agreement" or “Terms of Service” means the agreement between Microspace and the Customer to which these General Terms and Conditions apply and under which we provide you our services.
“Confidential Information" means information that is not in the public domain which is shared by one party with the other, and that is designated as confidential, can be reasonably assumed to be confidential, or includes either party’s intellectual property, products, customers, know-how, marketing as well as negotiated Service Agreement. Microspace services are considered confidential information.
"Contact" means a person (other than a user) whose Contact Information is stored by you in the Subscription Service.
"Contact Information" means the name, email address, phone number, telephone number, and similar information entered by you or submitted by visitors to your microspace as part of the Subscription Service or uploaded by you or your visitors to the Subscription Service.
"Consulting Services" means the professional services provided to you by us, which may include training services, configuration, integration, design or other consulting services.
"Customer Data" means all information that you submit or collect and all materials that you provide or post, upload, input or submit through the Subscription Service.
“DPA” means the Microspace Data Processing Agreement located at https://www.microspace.co/data-processing-agreement.
“Personal Data” means any personally identifiable information or which, combined with other information can be used to identify a person as protected under applicable Data Protection Laws.
“Order" means the document which describes the Services you are purchasing, including any online order, process, or tool through which you request or configure Services.
"Subscription Fee" means the amount you pay for the Subscription Service.
"Subscription Service" means our web-based products you subscribe to by means of a Service Order and which is developed, maintainted and operated by us and made available by us via https://microspace.co or other URL.
"Subscription Term" means the term of your subscription to the Microspace Subscription Service, as identified on your Service Order and including any applicable subscription renewals.
"User" means your employees or any other persons who you have provided access to and have authorized to use the Subscription Service and have their own logins for the Subscription Service.
"You", "your" or “Customer” means the person or entity with whom Microspace B.V. enters into an agreement to supply and who using the Subscription Service or receiving the Consulting Services.
"Microspace", "we", "us" or “our” Microspace B.V., established in Amersfoort, Bitterkruid 26, 3824ND known under the trade name Microspace and registered with the Chamber of Commerce with number 70678251.
2.1 You must be 18 years or older to enter into an agreement with us or to use the Subscription Service.
2.2 We will provide you and your users access to use the Subscription Services as described and within the limits as the agreed in the Order and this Service Agreement. We may provide some or all parts of the Subscription Service through third-party providers.
2.3 A user is anyone who has been granted access to the Subscription Services by you and has their own login credentials. User login credentials are strictly private and confidential, and may not be shared with others. You may grant limited access to your contacts and relations with various security protection levels as configured in the Subscription Service up to any applicable maximum as described in the purchased subscription plan.
2.4 You must ensure that your users are in compliance with this Service Agreement as well as our Privacy Policy and Data Processing Agreement.
2.5 If available, you may upgrade your subscription plan or subscribe to additional features of the Subscription Service by placing an additional Order. This Service Agreement applies to all additional Orders and all additional features you turn on via the Order.
2.6 We modify the Subscription Service regularly. This includes, but is not limited to, changing, removing or adding certain features or functionalities.
2.7 We will ensure that the Subscription Service will be kept available for use for the entire duration of this agreement.
2.8 During maintenance, the Subscription Service can be unavailable. We will ensure to keep this at a minimum disruption and will notify you of any such maintenance at least 2 working days in advance. In case of emergencies, we may not send you advance notification.
2.9 You shall not use in any non-authorized way or cause to be used Subscription Service in any way for unlawful acts, the commission of criminal offences and/or for acts contrary to generally accepted standards and values. This includes the following acts: the perpetration of infringement of intellectual property rights of third parties (including, but not limited to: copyrights, trademarks, rights under the European Directive 96/9 on the legal protection of databases, patent rights, design rights); theft; the unlawful and/or criminal distribution of secret or confidential information; the unlawful or criminal distribution of texts and/or images and sound material, including racist statements, child pornography, criminal data traffic, offensive statements and so-called "mail bombs”; computer hacking through http://microspace.co or the internet;, destroying, damaging or rendering unusable systems or automated works and software of others; spreading viruses or otherwise intentionally disrupting communications or data storage; gaining access by means of false keys, false codes and/or false capacities.
2.10 Our Privacy Policy and Data Processing Agreement are an integral part of the Subscription Service. By signing up, you agree to and shall comply with these policies.
2.11 The Subscription Service does not support the processing of sensitive information. You shall not collect, store or process sensitive information in or via the Subscription Service.
2.12 You agree that you are responsible for your interactions with your Contacts, Relations and Employees.
2.13 You are responsible to make available key resources needed to get the most out of your Subscription Service and Consulting Services. You are responsible for the planning, creation and maintenance of your content and for supporting the integration of the Subscription Service with other systems.
2.14 You may use the Subscription Service on a trial basis in the form of a free 14-day trial, unless a different duration is agreed with us. We will provide you access to the Subscription service free of charge for the duration of the agreed trial period. If you do not purchase a subscription before the end of the free trial period, your data may be deleted at the end of the trial.
2.17 You may buy consulting services from us on a project or subscription basis. Fees for our consulting services are in addition to your Subscription Fee. If the consulting services are recurring, they are considered part of your subscription and will renew in accordance with your subscription.
2.18 We may provide some or all parts of the consulting services through a third-party provider. Purchased consulting services cannot be cancelled and fees are non-refundable. All Consulting Services are performed remotely unless we agree otherwise.
3.1 Subscription fees remain fixed during the first term of your subscription, unless the maximum contacts, maximum microspaces, users or other applicable limits are exceeded, if you upgrade the products or packages, subscribe to additional features or products, including additional microspaces, or otherwise agreed in your Order.
3.2 The Subscription Fees to be paid by you for the agreed Subscription Term for the use of the Subscription Service is determined on the Order selected and placed by you, and/or on the basis of an agreed quote.
3.3 If during the Subscription Term the usage exceeds the applicable limits such as maximum contacts, maximum microspaces, users or other applicable limits, we will notify you, the plan or package will be adjusted and you will receive an invoice for the difference at the then current rates.
3.4 All fees are exclusive of VAT and do not include any taxes or levies imposed by relevant authorities. All fees are due and payable in advance for the duration of the Subscription Term.
3.5 Subscriptions and packages are invoiced at the start of the Subscription Term and/or after placing the Order. Projects are invoiced on the basis of time/material. Invoices must be paid within 30 days after the invoice date.
3.6 If the payment of an invoice is in arrears, your account may be temporarily suspended. You will receive instructions by email on how to pay the invoices and when your account will be reactivated.
3.7 At renewal, we may increase fees and rates up to our then current list price. If this increase applies to you, we will notify you at least thirty (30) days prior to your renewal and the increased prices will apply at the start of the next renewal term.
4.1 The initial subscription term is stated in the offer and, unless otherwise agreed, the subscription is automatically renewed for the shorter of the subscription term or one year. If you decide not to renew, you can do so by notifying us in writing at least 30 days before the end of the subscription term. All Customer Data may be deleted 3 months after the termination of your subscription.
4.2 We have the right to terminate the agreement with immediate effect without further notice or judicial intervention if you do not comply with one or more obligations towards us or if you violate the law. We may also block access to the Subscription Service temporarily or permanently. Upon such termination of the Service Agreement you are obliged to pay the costs for the remaining minimum period of the Agreement.
4.3 The Service Agreement may not otherwise be terminated prior to the end of the Subscription Term.
5.1 You shall remain the owner of your Customer Data. We will treat your Customer Data, including content and personal information of yourself, your Contacts, Relations or Employees confidentially. Your Customer Data will only be used to provide the Subscription Services to you, to enter into a Service Agreement with you, to analyse usage and to keep you informed.
5.2 Information about how we safeguard your privacy and how we process your Personal Data can be found in our Privacy Policy and Data Processing Agreement.
5.3 We do not guarantee that the information security provided is effective under all circumstances. The security features provided meet a level that is not unreasonable in view of the state of the art, the implementation costs, the nature, scope and context as known to us of the information to be secured, the purposes and the standard use of our products and services and the probability and seriousness of foreseeable risks.
6.1 We (or our licensor or suppliers) are the exclusive owner of all existing and future intellectual property, such as copyrights, trademarks, design rights, patents, source codes and know-how, which rest on our Subscription Service, or are the fruits of the use of our Subscription Service, our Consuting Services or any other products and services which fall under this Service Agreement.
6.2 You gain the right to use our Subscription Service within the scope and duration of this Service Agreement and may not claim any the aforementioned intellectual property and may not transfer or license this right to any third party unless agreed by us in writing.
7.1 Notwithstanding any damages that you might incur, the entire liability of Microspace and any of its suppliers under any provision of this Service Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Service. If the Subscription Service agreement is for a duration of more than one year, the amount is set to the total amount (excluding VAT) for one year. In no event does supplier’s total liability for any direct damage, on any legal basis whatsoever, exceed EUR 500,000 (five hundred thousand euros).
7.2 To the maximum extent permitted by applicable law, in no event shall Microspace or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use our Services, third-party software and/or third-party hardware used with the Services, or otherwise in connection with any provision of this Service Agreement), even if Microspace or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose. The limitations set out in this article do not apply if damage is the result of an intentional act or gross negligence from our side.
7.3 The right to compensation of damages exclusively arises if you report the damage to us in writing as soon as possible after the damage has occurred. Any claim for compensation of damages filed against us lapses by the mere expiry of a period of twelve months following the inception of the claim unless client has instituted a legal action for damages prior to the expiry of this term.
7.4 The Subscription Service, Consulting Services and any Microspace content is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Microspace, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Microspace provides no warranty or undertaking, and makes no representation of any kind that the Subscription Service, Consulting Services and any Microspace content will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
7.5 Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
7.6 Customer indemnifies us for all claims by third parties relating to the data that you have collected, saved or, processed, or product liability because of a defect in a product or system that you delivered to a third party by means of our Subscription Service. We are not liable for the content of the data that you have collected, saved or processed or any damage which is caused by inadequate use of the Subscription Service or if caused by third parties.
8.1 Neither party is obliged to meet any obligation, including any statutory and/or agreed guarantee obligation, if it is prevented from doing so by circumstances beyond its control (overmacht). Circumstances beyond our control include, among other things: (i) circumstances beyond the control of our suppliers, (ii) the failure by us to properly meet obligations that were contracted by us on your instructions, (iii) defects in goods, hardware, software or materials of third parties that we use on your instructions, (iv) measures by public authorities, (v) power failures, (vi) failures of the Internet, data network or telecommunication facilities, (vii) (cyber) crime, (cyber) vandalism, war or terrorism and (viii) general transport problems.
8.2 If a force majeure situation lasts for more than sixty days, either party has the right to terminate the agreement, in writing, for breach (ontbinden). In such event, all that has already been performed under the agreement must be paid for on a proportional basis, without anything else being due by either party to the other party.
9.1 In the event that Microspace is acquired, merges or otherwise develops into another legal entity, all rights and obligations that exist between Customer and Microspace will pass to this other legal entity.
9.2 These terms and conditions are governed by Dutch law. Disputes between Microspace and the Customer will be submitted to the competent court District Court Midden-Nederland, location Utrecht.