These ValuePricing.io Terms of Service (the “Agreement“) between the Customer and ValuePricing.io Transfer Pricing Solutions B.V. (to be established Dutch limited liability company with a business ID, “ValuePricing.io” or the “Supplier”) set forth the terms and conditions for the use of the ValuePricing.io Service.
It is important that you read and understand the following terms and conditions. By registering with the ValuePricing.io Service and/or by clicking a “get started now” button or by otherwise entering into this Agreement, you confirm that you have read and understood the terms and conditions set out below and that you agree, and you are authorized, to bind the Customer by this Agreement. If you do not accept or understand this Agreement, please do not use or access the ValuePricing.io Service.
Any referral to “Agreement” shall include these ValuePricing.io Terms of Service and the documents referred to herein. In addition to these Terms of Service, you agree to abide by any supplemental policies, procedures, or operating rules of the ValuePricing.io Service, such as any usage restrictions and usage limits, that may be published from time to time on the ValuePricing.io Service, each of which is incorporated herein by reference.
1.1. For the purpose of this Agreement, the following capitalized terms shall have the meanings defined below:
1.2. “Affiliate” shall mean any corporation, firm, partnership, or other entity, whether de jure or de facto, that directly or indirectly owns, is owned by, or is under common ownership with a party to this Agreement to the extent of at least fifty percent (50 %) of the equity having the power to vote on or direct the affairs of the entity, and any person, firm, partnership, corporation or other entity actually controlled by, controlling, or under common control with a party to this Agreement.
1.3. “ValuePricing.io Service” shall mean a cloud-based intelligent professional services solutions (as-a-service) in the form provided by the Supplier from time to time and which may be accessed and/or used via a web browser.
1.4. “Authorized User” shall mean the Customer’s and its Affiliates’ employees, agents, contractors, consultants, suppliers or other individuals who are authorized by the Customer to use the Service under this Agreement.
1.5. “Customer” shall mean the entity that, upon agreeing to the Agreement, subscribes to the ValuePricing.io Service.
1.6. “Customer Data” shall mean all information or material that the Customer, an Authorized User or another party acting on the Customer’s behalf submits to the ValuePricing.io Service or processes, stores or generates in the ValuePricing.io Service. Customer Data may include personal data.
1.7. “Intellectual Property Rights” shall mean all intellectual property rights, including copyrights, trademarks, trade names, patents, utility models, designs, database rights, methods, processes and inventions, and any other intellectual property rights, whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights.
2.1. Upon the subscription of the ValuePricing.io Service and subject to the terms of this Agreement and the Supplier’s price list in force from time to time, the Supplier hereby grants to the Customer a limited, non-exclusive, non-transferable license to access and use the ValuePricing.io Service as it is made available by Supplier from time to time solely for the Customer’s internal business purposes during the Term of this Agreement. The Customer may allow its Affiliates to use the ValuePricing.io Service in accordance with this Agreement, provided that the Customer shall remain liable for the acts and omissions of its Affiliates.
2.2. The person signing or otherwise accepting this Agreement represents that it has the authority to bind the Customer to this Agreement.
2.3. Unless otherwise expressly agreed, a separate subscription to the ValuePricing.io Service is required for each Customer. User credentials are personal to each Authorized User and the use of ValuePricing.io Service is not allowed by anyone other than the Authorized User to whom the Supplier has provided access to use the ValuePricing.io Service.
2.4. The Customer shall not on the basis of this Agreement have any rights to modify, decompile, reverse engineer, access the source code of or transfer, assign, sublicense or distribute the ValuePricing.io Service or any part thereof.
2.5. All Intellectual Property Rights in and to the ValuePricing.io Service are and shall at all times remain the sole and exclusive property of the Supplier and/or any relevant third parties. The ValuePricing.io Service is licensed, not sold, to the Customer and the Customer does not acquire any rights of ownership in the ValuePricing.io Service. Nothing in this Agreement shall constitute a transfer of any Intellectual Property Rights of the Supplier or any third party to the Customer. All rights not expressly granted to the Customer shall be retained by the Supplier.
2.6. The Customer is responsible for acquiring any and all network, internet and telecommunications connections and all technical equipment required for using the ValuePricing.io Service.
2.7. This Agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
3.1. Comparables may, from time to time, under its sole discretion, modify and/or update the Service or a part thereof. Comparables shall notify the Customer of all such changes. This Agreement will automatically apply to all updates, modifications or amendments to the Service
4.1. The ValuePricing.io Service is licensed to the Customer only under the terms of this Agreement, and the Supplier reserves all rights not expressly provided herein.
4.2. The Customer shall not make the ValuePricing.io Service available to anyone else than the Authorized Users.
4.3. The Customer may not sublicense, rent, lease, loan, sell, or distribute the ValuePricing.io Service.
4.4. The Customer may use the ValuePricing.io Service solely for its internal business purposes and may not use the ValuePricing.io Service to develop any applications, software or otherwise that could in any way interact or interfere with the performance of the ValuePricing.io Service or any portion thereof.
4.5. The Customer shall not attempt to gain unauthorized access to use the ValuePricing.io Service or its related systems or networks.
4.6. The Customer shall not on the basis of this Agreement have any rights to modify, decompile, bootleg, reverse engineer, disassemble, translate, or extract the inner workings of any software constituting part of the ValuePricing.io Service, or the ValuePricing.io Service’s structural framework, or otherwise attempt to derive the source code of, modify, or create derivative works of any such software.
4.7. The Customer shall not copy the ValuePricing.io Service or any part, feature, function or user interface thereof, or create derivative works of the ValuePricing.io Service or any part, feature, function or user interface thereof.
4.8. The Customer shall not use any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., in connection with the ValuePricing.io Service.
4.9. The Customer agrees that the Supplier may terminate the Customer’s access to the ValuePricing.io Service immediately, if the Customer is found to be in violation of this Section 4.
5.1.1. The Supplier uses Google Cloud Platform’s automated backup capabilities and geo-redundancies to back-up Customer Data as part of the ValuePricing.io Service. However, the Supplier does not guarantee availability of back-up functionality or back-up copies in all cases, and the Customer shall be solely responsible for making backup copies of Customer Data. In the event of any loss of or damage to Customer Data, the Supplier’s sole and exclusive remedy shall be for the Supplier to use reasonable commercial efforts to restore the lost, altered or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier or its subcontractor.
5.1.2. The Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of, or right to use, all Customer Data;
5.1.3. The ValuePricing.io Privacy Policy, available at ValuePricing.io/privacy-policy (the “Privacy Policy”), is incorporated into this Agreement by reference. The Customer agrees, on behalf of itself and the Authorized Users, that the Supplier may, acting as a controller, collect, use, process and store personal data, including business contact information (such as names, business phone numbers, and business e-mail addresses, and other categories of information processed in connection with the ValuePricing.io Service) and information about usage of the ValuePricing.io Service, in accordance with the ValuePricing.io Privacy Policy. The Customer is responsible for ensuring that the Authorized Users are informed about the processing of their personal data in accordance with the ValuePricing.io Privacy Policy and accept the privacy practices described in the ValuePricing.io Privacy Policy.
5.2.1. The Supplier acts as a data processor and the Customer acts as a data controller, within the meaning of the applicable data protection legislation and this Agreement.
5.2.2. For the purposes of this clause, “controller”, “processor”, “personal data” and “processing” shall have the meanings given to them in the applicable data protection legislation and this Agreement.
5.2.3. For the purposes of this clause, the applicable data protection legislation shall mean the applicable laws and regulations in respect of the processing of personal data and data protection, including the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation, “GDPR”) as well as supplementary Dutch legislation, case-law and guidance from supervisory authorities.
5.3.1. Where the Customer Data includes personal data, the Customer acts as a data controller under the applicable data protection legislation. This Agreement shall be deemed to form the documented instructions issued by the Customer to the Supplier concerning the processing of such personal data.
5.3.2. The Customer commits to ensuring compliance with the data controller’s obligations under the applicable data protection legislation.
5.4.1. For the purposes of this Agreement, with regard to personal data included in the Customer Data, the Supplier acts as a data processor under the applicable data protection legislation. The Supplier processes the personal data, on behalf of the Customer, solely to the extent necessary to provide the ValuePricing.io Service, in accordance with the requirements set out in the applicable data protection legislation and this Agreement.
5.4.2. The Supplier shall implement appropriate technical and organizational measures for ensuring the security of the processing and maintain appropriate documentation of these measures and processing activities. The Customer understands that the personal data shall be stored on Google Cloud Platform and is, therefore, subject to the data security standards applied by Google Cloud Platform which measures the Customer hereby agrees to as appropriate for the purposes of this clause.
5.4.3. The Supplier shall not use the Customer’s personal data for any other purpose than the purposes of and in accordance with this Agreement.
5.4.4. The Supplier commits to ensuring that all the persons processing personal data under the authority and supervision of the Supplier have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality, in addition to which such persons shall process personal data only pursuant to this Agreement.
5.4.5. At the request of the Customer, the Supplier commits to assist the Customer to ensure compliance with the provisions on the data subject’s rights by appropriate technical and organizational measures and to inform the Customer about the requests received from the data subjects.
5.4.6. The Supplier shall provide the Customer all information necessary to demonstrate compliance with the obligations concerning the processing of personal data. At the cost of the Customer and against reasonable compensation to the Supplier, the Supplier shall allow the Customer, either on their own or through a third party, which third party shall not be a competitor of the Supplier, to conduct audits in the presence of the Supplier, provided that the audit does not in any way compromise the security of the Supplier’s operation or services, or the protection of any personal data of other customers of the Supplier. The Customer shall notify the Supplier in writing at least thirty (30) days in advance, after which the Parties shall mutually agree on the extent and timing of the audit, always conducted during the Supplier’s normal working hours. The Customer and the third party are bound by confidentiality obligations over any trade secrets or other confidential information of the Supplier disclosed during such audit. Notwithstanding the foregoing, the Customer understands and acknowledges that the personal data is stored on Google Cloud Platform and that any audit the Customer wishes to extend to Google Cloud Platform shall be subject to Google Cloud Platform terms and conditions.
5.4.7. At the request of the Customer the Supplier shall assist the Customer in completing possible data protection impact assessments, notifications of personal data breaches and prior consultation requests to data protection authorities to the extent they relate to the processing of personal data performed by the Supplier in connection with the Supplier’s provision of the ValuePricing.io Service.
5.4.8. After the end of the provision of the ValuePricing.io Service under the Agreement, the Supplier undertakes to either delete or return all the personal data under the Customer’s responsibility to the Customer. The Supplier deletes existing copies of the personal data, unless legislation requires storage of the personal data.
5.4.9. Should the Supplier need information or other assistance from the Customer in order to fulfill its assistance obligations pursuant to this Clause 6, the Customer shall be obliged to provide such information or other assistance requested by the Supplier without undue delay and without cost.
5.4.10. The Supplier shall be entitled to charge reasonable compensation for costs incurred from assisting the Customer pursuant to this Clause 6.
5.5.1. The Supplier is entitled to transfer personal data outside the European Union or the European Economic Area, provided that the Supplier commits to ensuring that the Supplier itself and its subcontractors transfer personal data in compliance with the applicable data protection legislation, including provisions stipulated in chapter V of the GDPR.
5.6.1. In the event of a personal data breach, the Supplier shall without undue delay after becoming aware of such breach notify the Customer thereof in writing.
5.6.2. The Customer must inform the Supplier without undue delay if the Customer becomes aware of a personal data breach which may concern the personal data which the Supplier processes on behalf of the Customer. Should the Supplier need information in the event of a personal data breach in order to fulfill its obligations under this Agreement and the applicable data protection legislation, the Customer must give such information to the Supplier without undue delay.
5.6.3. Any liability arising out of or in connection with the processing of Personal Data hereunder shall be exclusively governed by the liability provisions set forth in, or otherwise applicable to, this Agreement.
6.1. The Customer shall:
6.2. - maintain confidential and secure all identifying codes, passwords and any other confidential information relating to the ValuePricing.io Service and ensure that all Authorized Users use the ValuePricing.io Service in accordance with the terms and conditions of this Agreement and comply with the obligations set out herein. The Customer shall be liable for the actions of the Authorized Users as of its own actions and be responsible for any Authorized User’s breach of this Agreement.
6.3. - prevent unauthorized access to or use of the ValuePricing.io Service, and notify the Supplier promptly of any such unauthorized access or use;
6.4. - comply with all applicable laws and regulations with respect to its activities under this Agreement;
7.1. As a compensation for the use of the ValuePricing.io Service, the Customer shall pay the Supplier the fees set forth in the Supplier’s price list in force from time to time.
7.2. The fees related to the ValuePricing Service is set forth in a separate Customer Order Form and shall be invoiced and paid in advance. Subscriber shall pay all amounts within 30 days of invoice date.
7.3. All prices quoted are net amounts and exclusive of VAT or any other applicable sales tax, as the case may be, which will be added to the invoices where applicable.
7.4. The Supplier shall have the right to adjust the fees and prices for the ValuePricing.io Service from time to time. Any change in the pricing for the ValuePricing.io Service shall be notified by the Supplier to the Customer in writing at least two (2) months prior to such change taking effect. In the case the Customer does not accept the price amendment, the Customer shall have the right to terminate the Agreement as of the effective date of the price amendment by a written notice to the Supplier, which notice shall be issued at least fifteen (15) days prior to the effective date of the price amendment. Any price list changes shall not apply to ongoing subscription terms that have already been paid for by the Customer, but they shall be applied to any renewals of such ValuePricing.io Service subscription terms. If the Customer does not issue a termination notice as set out above, the price amendment shall be deemed to be approved by Customer.
8.1. Except for the limited license rights expressly provided herein, the Supplier and relevant third parties have and will retain all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other Intellectual Property Rights) in and to the ValuePricing.io Service, whether or not specifically recognized or perfected under the laws of the country where the ValuePricing.io Service is used. The Customer shall not take any action that jeopardizes such proprietary rights or acquire any right in or to the ValuePricing.io Service, except for the limited license specified in this Agreement.
8.2. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the ValuePricing.io Service, any software constituting part of the ValuePricing.io Service, or any related documentation.
9.1. This Agreement commences on the date the Customer first accepts it and continues until the subscription to use the ValuePricing.io Service hereunder has expired or has been terminated.
9.2. Unless otherwise agreed, the term of the subscription is one (1) year, after which the subscription will be automatically renewed for additional one-year subscription terms provided that the Customer pays the applicable fees for the additional subscription term before the additional subscription term begins.
9.3. Either Party may terminate this Agreement with immediate effect if the other Party materially breaches the provisions of this Agreement and fails to correct the breach within thirty (30) days of having received a written notice of the breach. The Customer acknowledges that a failure by the Customer to pay the fees set forth in this Agreement shall constitute a material breach of this Agreement and the Customer acknowledges that the Supplier may cease to provide the ValuePricing.io Service to the Customer due to such failure by the Customer without prior notice.
9.4. The Supplier may terminate this Agreement with immediate effect, in whole or in part, if the Customer becomes bankrupt, liquidated or insolvent or enters any proceedings in this regard.
9.5. If this Agreement is terminated by the Customer due to a material breach by the Supplier in accordance with Section 9.3, the Supplier will refund the Customer any prepaid fees covering the remainder of the subscription term after the effective date of termination. If this Agreement is terminated by the Supplier in accordance with Section 9.3 or 9.4, the Customer is liable to pay any unpaid fees covering the remainder of the subscription term.
9.6. Within reasonable time from the expiry or termination of the Agreement, the Supplier shall destroy or anonymize the Customer Data (including personal data processed by the Supplier on behalf of the Customer). Upon the Customer’s request, the Supplier shall return to the Customer the Customer Data (including personal data processed by Supplier on behalf of the Customer) electronically in a structured form, as well as destroy all existing copies of such Customer Data. The Supplier may charge for the return of Customer Data to the Customer. Notwithstanding anything in this Agreement, the Supplier shall have the right to retain copies of the Customer Data to the extent that the applicable laws require storage of the copies of data and shall not be required to delete copies of the personal data from its backup servers until such time that the backup copies are scheduled to be deleted.
9.7. The provisions of this Agreement which by their nature reasonably should survive the termination or other expiration of this Agreement shall survive any expiration or termination of this Agreement.
10.1. The Customer shall indemnify, defend and hold the Supplier harmless from and against any and all liability, loss or damage in connection with any third party claim, demand or judgment (including but not limited to claims related to the Customer Data) arising out of or relating to the Customer’s use of the ValuePricing.io Service or the Customer’s breach of this Agreement.
11.1. The ValuePricing.io service shall be provided "as is"
11.2. without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose or performance, or any warranty concerning the results to be obtained from the ValuePricing.io service. The customer is solely responsible for ensuring that the ValuePricing.io service is suitable for the purposes for which the customer intends to use it.
11.3. The supplier does not guarantee that the ValuePricing.io service will function error-free or uninterrupted. The customer acknowledges that the supplier does not control the transfer of data over communication facilities, including the internet, and that the ValuePricing.io service may be subject to limitations, delays, and other problems inherent in the use of such communication facilities.
11.4. The supplier shall have no responsibility (or related liability) for backing up customer data or any information that the customer provides to the supplier. For the avoidance of doubt, the supplier does not warrant the continued availability of the ValuePricing.io service, and it shall not be liable to compensate the customer for any downtime of the ValuePricing.io service. To the extent permitted by applicable law, the supplier does not warrant that the customer data will be protected against loss, misuse, or alteration by third parties.
12.1. To the extent permitted by applicable laws, in no event shall the supplier be liable for any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to the customer's use or inability to use the ValuePricing.io service, however caused, regardless of the theory of liability (contract, tort or otherwise), even where the company has been advised of the possibility of such loss or damage.
12.2. To the extent permitted by applicable laws, the supplier shall not be liable for the destruction or loss of customer data, nor for any damages and expenses incurred to the customer as a result. The supplier shall not in any way be liable for the customer's own use of the ValuePricing.io service or any damages or losses resulting thereof. The supplier shall have no liability arising out of any unavailability of the ValuePricing.io service.
12.3. The supplier accepts no liability whatsoever for any problems caused by network connections or electricity supply, or any other problems relating to any service or product provided by any third-party service provider.
12.4. The aggregate maximum liability of the supplier towards the customer shall be limited to the amount of total fees paid by the customer for the ValuePricing.io service during the period of twelve (12) months immediately preceding the receipt of the claim for damages.
12.5. Notwithstanding and without limiting the generality of the foregoing, the limitations of liability shall not apply to damages caused intentionally or by gross negligence.
13.1. The Parties undertake to keep confidential all confidential Information received from the other Party including but not limited to technical, financial and commercial information (hereinafter referred to as “Confidential Information”) and refrain from using such information for any other purpose than for the proper fulfilment of the obligations under this Agreement. The Parties are also liable to ensure that those of its employees and subcontractors who have access to the information, are bound by a similar confidentiality obligation.
13.2. The foregoing non-disclosure obligation shall not apply to information which:
13.3. 1. was in the public domain at the time of the disclosure of such information or later became part of the public domain without breach of these confidentiality obligations;
13.4. 2. was in the possession of the Party receiving confidential information prior to the disclosure;
13.5. 3. the receiving Party has received lawfully from any third party without restriction on disclosure;
13.6. 4. can be shown to have been independently developed by the personnel of the receiving Party having no access to such information; or
13.7. 5. is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the disclosing Party).
13.8. Without prejudice to the generality of the foregoing, each Party agrees to protect the Confidential Information at least with the same due care that it exercises with respect to its own Confidential Information and business secrets.
14.1. Reference use. The Supplier is allowed to use the Customer’s name and logo in its marketing of the ValuePricing.io Service pursuant to good business practices unless the Customer expressly denies the Supplier’s reference right by providing the Supplier a written notice of the same.
14.2. Force Majeure. If the performance of any part of this Agreement by either Party, or of any obligation under this Agreement, is prevented, restricted, interfered with or delayed by reason of any cause beyond the reasonable control of the Party liable to perform, unless conclusive evidence to the contrary is provided, the Party so affected shall, on giving written Notice to the other Party, be excused from such performance to the extent of such prevention, restriction, interference or delay, provided that the affected Party shall use its reasonable best efforts to avoid or remove such causes of non-performance and shall continue performance immediately whenever such causes are removed.
14.3. Assignment. The Customer may not, without the Supplier’s prior written consent, assign this Agreement, or any of its rights or obligations under this Agreement, to any party. The Supplier may assign this Agreement to any of its Affiliates or a third party or as a part of a sale of its business operations pertaining to this Agreement or a part thereof without the Customer’s consent.
14.4. Amendments. The Supplier is entitled to amend the Agreement by providing the Customer with a one (1) month prior written notice to the Customer’s and/or the Authorized Users’ email address. If the Customer does not accept the changes made by the Supplier to this Agreement, the Customer has the right to terminate the Agreement by notifying the Supplier thereof in writing at least two (2) weeks prior to the effective date of such change.
14.5. Waiver. A failure or delay of either Party at any time or times to require performance of any provision of this Agreement shall in no manner affect such Party’s available remedies or right at a later time to enforce the same. No waiver by either Party shall be interpreted as a waiver of any other right provided herein.
14.6. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and representations between the Parties, whether written or oral, with respect hereto. This Agreement shall be construed as having been mutually drafted by the Parties without regard to any actual division of responsibility in the drafting hereof.
14.7. Construction. The headings in this Agreement are intended for convenience only and shall not affect the meaning or interpretation hereof. Unless the context otherwise requires, the singular shall include the plural and the plural shall include the singular.
14.8. Partial invalidity. Should any of the provisions of this Agreement be, or become invalid or unenforceable, in whole or in part, this shall not affect the validity of the remaining provisions.
15.1. This Agreement and the rights and obligations of the parties hereto shall be governed by and construed in accordance with the laws of the Netherlands. Subscriber irrevocably consents to the exclusive jurisdiction and venue of the court of Amsterdam, the Netherlands.