CloseAlert provide a SaaS platform used for the analysis of messages. CloseAlert's platform allows their clients to place buttons beside email messages so that the recipients can quickly and easily provide their opinion about the messages they receive. A web application allows various characteristics of these responses to be immediately analysed, so that the quality of the email messages can be improved.
This document sets out the conditions applicable to the use of the platform offered by CloseAlert. You should therefore read the following Conditions of Use with care.
- 1.1 CloseAlert: CloseAlert BV, with registered office at Rapenburgerstraat 173, 1011VM, Amsterdam, registered with the Chamber of Commerce under number 54064503.
- 1.2 User: a company or other legal entity entering into an Agreement with CloseAlert in order to allow the Platform to be used by End Users.
- 1.3 End User: an individual member of the User's staff who actually uses the Platform.
- 1.4 Platform: the platform of SaaS services for the analysis of messages, consisting of:
(a) The development, maintenance and provision via the Internet of the Web Application;
(b) The feedback buttons which can be included in the email messages, and/or
(c) Other services as described in the Agreement.
- 1.5 Account: the section of the Web Application personal to an End User.
- 1.6 Admin Account: a special Account allocated to an End User in order to allow that End User to allocate Accounts to other End Users and to manage certain matters on behalf of all other End Users.
- 1.7 Login details: the data, such as the user name and password, which are to be filled in to gain access to the Web Application and the Account.
- 1.8 Agreement: any agreement between CloseAlert and the User to which these Conditions of Use have been declared applicable.
- 1.9 Conditions of Use: the present conditions.
- 1.10 Party: CloseAlert or the User, as parties to the Agreement.
- 1.11 Web Application: a SaaS web application made available to the User via the Internet by CloseAlert and used for the collection and analysis of feedback on email marketing campaigns and other communications sent by the User to its clients.
- 1.12 Website: www.closealert.com.
- 2.1 These Conditions of Use apply to the use of the Platform and form part of the Agreement between CloseAlert and the User.
- 2.2 Any Terms and Conditions or exceptions proposed by the User shall form no part of the Agreement, unless so expressly agreed in writing by CloseAlert.
3. Coming into effect
- 3.1 The User may request a quotation without obligation. The Agreement will come into effect at the time of receipt of approval of the quotation, provided this takes place prior to the end date specified in the quotation.
- 3.2 CloseAlert's offer does not apply to natural persons not acting in the exercise of a profession or operating a business. Consumers cannot enter into an Agreement with CloseAlert.
4. Duration and termination of the Agreement
- 4.1 Unless otherwise stated in the Agreement, the Agreement is deemed to have been entered into for a period of twelve months.
- 4.2 Following the expiry of the initial period and after each extension, the Agreement will be automatically extended by a period of twelve months.
- 4.3 Either Party may cancel the Agreement at the end of the current contract period.
- 4.4 Interim cancellation by the User is not possible.
- 4.5 Cancellation should be in writing, applying a notice period of at least two (2) months.
5. Access to the Web Application
- 5.1 The User will receive at least one Admin Account. The End User using the Admin Account will be able to send other End Users an email invitation to create Login Details for an Account of their own.
- 5.2 End Users fill in their Login Details including the password to gain access to the Web Application and their Accounts.
- 5.3 The User will instruct the End Users to take care to keep their Login Details secure so as to prevent unauthorised access to the Web Application and Accounts.
- 5.4 The User is responsible for the Internet connection, the peripheral equipment, the browser and any other facilities which CloseAlert indicate are necessary to access the Web Application and use the Platform.
- 6.1 Every action carried out in the Web Application (including the Account) following a login using the User or End User's Login Details will be deemed to take place under the responsibility and at the risk of the User.
- 6.2 Any misuse or suspected misuse of the Login Details must be reported as soon as possible to CloseAlert so that appropriate measures can be taken.
- 6.3 Where CloseAlert become aware that the User's Login Details are known to unauthorised third parties, CloseAlert will notify the User of this and take whatever measures they deem appropriate.
- 6.4 The User will immediately inform CloseAlert, electronically or by other means, of any changes to contact details or other details of significance for the implementation of the Agreement.
7. Conditions for use
- 7.1 The use of the Platform in a manner incompatible with the rights of third parties and/or which would damage the interests and good reputation of CloseAlert is not permitted.
- 7.2 In the event that the User acts in conflict with these Conditions of Use CloseAlert shall, having stated reasons, be entitled immediately to:
a) reject, block, modify or remove the Account;
b) suspend provision of the Platform; dissolve the Agreement.
- 8.1 CloseAlert shall be entitled to modify the Platform software from time to time in order to improve its functionality and to rectify faults. The Platform is provided to multiple users, and it is therefore impossible to avoid implementing a particular modification for the User alone. CloseAlert shall not be obligated to provide compensation for damages resulting from modifications to the Platform.
9. Availability and maintenance
- 9.1 CloseAlert will endeavour to achieve uninterrupted availability of the Platform, however no guarantees are offered in this regard, unless otherwise agreed by means of a Service Level Agreement, identified as such.
- 9.2 CloseAlert reserve the right to temporarily interrupt the provision of the Platform for the purposes of maintenance, modifications or improvements to the Platform and CloseAlert's web servers. CloseAlert will endeavour to arrange this interruption in such a way as to minimise inconvenience to Users and End Users.
- 9.3 CloseAlert shall in no circumstances be obligated to provide compensation for any damages suffered by the User on the grounds of any such interruption.
10. Privacy and security
- 10.1 CloseAlert may process personal information on behalf of the User in performing the Agreement. CloseAlert's Privacy Statement will apply in those circumstances.
- 10.2 CloseAlert have implemented appropriate technical and organisational measures for the protection of personal information against loss or unlawful processing.
- 10.3 At the User's request CloseAlert may offer a Data Processing Agreement, including additional guarantees relating to the processing and security of personal information.
11. Help & support
- 11.1 The User may report faults and pose questions, in a manner indicated by CloseAlert, normally via the Website. CloseAlert will endeavour to respond to questions effectively and within a reasonable period.
- 11.2 The User will be provided with information about the use of the Platform by means of an FAQ within the Web Application. The User is expected to consult the FAQ before approaching the CloseAlert help desk with questions.
12. Prices and payment
- 12.1 Unless expressly stated to the contrary all prices stated by CloseAlert exclude turnover tax (VAT) at 21% and all other levies imposed by government.
- 12.2 All charges set out on the Website and in brochures and other materials may be subject to typing errors. CloseAlert will accept no liability for the consequences of typing errors.
- 12.3 The User is liable to pay to CloseAlert the remuneration set out on the Website or in a written quotation for the use of the Platform.
- 12.4 Unless otherwise expressly agreed the User is to pay for the Platform quarterly in advance.
- 12.5 The user hereby agrees to electronic invoicing by CloseAlert.
- 12.6 Where the User has failed to pay an invoice for more than 30 days following invoice date, the User will be deemed to be legally in default.
- 12.7 Default on the part of the User will have the following consequences:
a) The statutory interest will be incurred on the outstanding amount, and
b) the User shall be obligated to reimburse all extra-judicial and judicial costs of collection, including the costs of collection agencies, bailiffs, legal advisors and lawyers, in addition to the amount payable and the interest incurred. The minimum amount of remuneration is €40, and shall further be in compliance with the Dutch Extrajudicial Collection Costs (Fees) Decree (‘Besluit vergoeding voor buitengerechtelijke incassokosten’) (or any decree which might replace that decree in future).
- 12.8 CloseAlert shall be entitled to modify their tariffs at any time. CloseAlert will inform the User of any changes to tariffs at least one month in advance.
- 12.9 Where a price increase exceeds 5% per annum the User shall be entitled to cancel the Agreement from the time when the price increase comes into effect, subject to one month’s notice.
- 13.1 The liability of CloseAlert towards the User on any legal basis whatsoever, including shortcomings in meeting an obligation under a guarantee, shall, for each event (where a connected series of events shall be deemed to be a single event), be limited to the total paid by the User for the relevant services with a maximum of €5000 excluding BTW, unless CloseAlert's insurers pay out a higher amount, in which case liability is limited to the amount paid out.
- 13.2 Liability on the part of CloseAlert for indirect damages is entirely excluded. Indirect damages shall be taken to include, but not be limited to, loss of earnings, missed savings and reduced goodwill.
- 13.3 The User hereby indemnifies CloseAlert against any and all claims by third parties connected with any improper use of the services by the User or any End User.
- 13.4 The limitations of liability contained in this Article shall not apply where and to the extent that the damages in question are caused intentionally or through wilful acts of recklessness on the part of CloseAlert's company management.
14. Force majeure
- 14.1 CloseAlert shall not be liable to perform any obligation towards the User where circumstances beyond the control of CloseAlert prevent the fulfilment of their obligations.
- 14.2 Implementation of the Agreement may be suspended in the case of such force majeure, including in any event faults in the telecommunications infrastructure or the Internet, riots within the Netherlands, mobilisation, war, traffic hold-ups, strikes, lock-outs, restrictions on imports and exports, industrial disturbances, delays in supply, fire, flood and non-performance by suppliers that CloseAlert depend on for the implementation of the Agreement, without giving rise to any liability to provide compensation for damages.
- 14.3 Where the situation of force majeure prevents either Party from meeting its obligations for longer than two months, then both Parties shall be entitled to terminate the Agreement with immediate effect, without this giving rise to any obligation to pay compensation for damages.
15. Intellectual property rights
- 15.1 All intellectual property rights on all software made available by virtue of the Agreement as well as preparatory material shall rest exclusively with CloseAlert or their licensers. The User will solely acquire user rights which are non-exclusive and non-transferable, as well as authorisations expressly allocated by these Conditions or by some other means, and shall not reproduce or publish the Platform or other materials.
- 15.2 Except where permitted by mandatory law, the User may not reproduce, decompile or reverse engineer the Platform software.
- 15.3 The User is not permitted to modify or to remove from the Platform or its software any indications relating to copyright, brand names, trading names or other intellectual property rights.
- 15.4 CloseAlert shall be permitted to implement technical measures to protect the Platform software. Where CloseAlert have protected their software by technical means the User is not permitted to remove or to circumvent these security measures.
- 16.1 The Parties hereby undertake to maintain confidentiality in relation to all confidential information which they may receive from the other Party. The Parties shall also impose this obligation on their employees as well as any third parties engaged by them to implement the agreement between the Parties.
- 16.2 Information shall in any event be deemed to be confidential where it is identified as such by one of the Parties.
17. Amendments to the Conditions of Use
- 17.1 CloseAlert reserve the right to modify or to supplement these Conditions of Use.
- 17.2 Such modifications shall also apply to Agreements already concluded. An amendment shall come into effect one month following notification of the amendment by email. Amendments of minor significance may be introduced at any time.
- 17.3 Where the User is not willing to accept an amendment to these Conditions of Use, it is entitled to terminate the Agreement.
18. Concluding provisions
- 18.1 This Agreement is governed by the laws of the Netherlands.
- 18.2 Changes in management or to legal form shall not affect the Agreement.
- 18.3 To the extent that mandatory law does not prescribe otherwise, all disputes which may arise from this Agreement shall be brought before the Competent Dutch Court in Amsterdam.
- 18.4 The headings to these Articles serve to promote readability and shall not have a restrictive effect on the content.
- 18.5 Partial invalidity: Where a provision of the Agreement and/or the Conditions of Use is found to be invalid, this shall not affect the validity of the entire Agreement/Conditions of Use. The Parties will draft a new provision or new provisions which will as far as legally possible reflect the intention of the original Agreement and/or Conditions of Use.
If you have any questions, complaints or observations after reading our Conditions of Use, please do not hesitate to contact us using the details below.
1011 VM Amsterdam
T +31 (0) 20 26 118 62
M +31 (0) 6 4878 0273