General Terms and Conditions
Last updated: 2023-12-07
Please carefully read these General Terms and Conditions ("Agreement") and Privacy Policy before utilizing our Subscription Services. The Privacy Policy is an integral part of this Agreement and is incorporated by reference herein. By creating an account on the Website and/or by using the Subscription Services, you agree to the terms and conditions outlined in this Agreement. If you do not agree to these terms and conditions, you should refrain from accepting them, creating an account, or using our services.
By agreeing to the terms and conditions of this Agreement, you affirm that you are either more than 18 years of age, an emancipated minor, or possess the consent of your legal parent or guardian, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
This Agreement becomes effective as of the date you accept or otherwise agree to its terms. It is a legally binding agreement between the Outy legal entity, as specified in our Outy B.V. (“Outy,” "we," "us," or "our"), and either you or the organization on whose behalf you are accepting or otherwise agreeing to the terms of this Agreement (“you," "your," "yours," or "Client").
1. Definitions
1.1 The following definitions shall apply to the Agreement:
“End User(s)” means the authorised employee or customer of Client who uses the Platform via the Portal.
“Order (form)” means an ordering document between you and Outy that specifies mutually agreed-upon rates for certain Subscription Services and any commercial terms related thereto.
“Package(s)” means the type of the order chosen in the Order form between you and Outy.
“Platform” means the platform(s), such as the (web)application, that Outy uses to provide Subscription Services.
“Portal” means the Website that provides access to one or more Subscription Services on the Platform.
“Subscription Service(s)” means the provision of access via the Portal to products and services of Outy as described on the Website that are installed on an operating environment which is designed and maintained by Outy for the use of the Platform by Client and End User.
“Terms and Conditions” means these general terms and conditions of the Subscription Services provided by Outy.
“Website” means https://outy.nl/, https://joinouty.com or any other website of Outy that provides access to Subscription Services.
1.2 Unless expressly stated otherwise in this Agreement:
a. words in the singular form include their meaning in the plural form and vice versa;
b. references to clauses are references to the clauses of this Agreement.
1.3 Outy’s rights and remedies as set out in the Agreement are in addition to its other rights and remedies pursuant to the law and the Agreement.
2. Ordering the Subscription Services
2.1 To order a Subscription Service a Client must fill out an Order form via the Website unless agreed otherwise.
2.2 Subject to clause 2.3, the person signing up for a Subscription Service via the Website will be the Client and will be the person who is authorised to use any corresponding account Outy may provide to the Client in connection with the Subscription Service.
2.3 If you are signing up for the Subscription Service on behalf of your employer, your employer shall be the Client. If you are signing up for the Subscription Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to Outy's Terms and Conditions.
2.4 The Client is required to keep the information provided to Outy, including the email address and the billing address which have been stated in the Order Form, up to date. If the provided information is not accurate, Outy may not be able to provide the Subscription Service.
2.5 The Agreement of the provision of a Subscription Service comes into effect when Outy accepts and confirms a Client’s request for a Subscription Service via email, the personal dashboard, or otherwise in writing. As long as Outy has not confirmed the order, no Agreement is concluded. Until the order is confirmed Outy reserves the right to refuse the provision of the Subscription Services to anyone for any reason at any time.
3. Provision of Subscription Services
3.1 As soon as the Agreement comes into effect, Outy will provide Client with access to the Platform to use the Subscription Services.
3.2 Outy may provide access to the Platform to End Users of the Client based on personal data, such as email addresses, provided by the Client. In such cases, the Client is responsible for providing accurate personal data and ensuring that the collection and processing of such personal data comply with applicable laws.
3.3 The Subscription Services are standard services and provided as-is. This means that the Subscription Services will be provided to all Clients in the same way and with the same functionalities, unless agreed otherwise. Client agrees and acknowledges that the Subscription Service has the functionalities that it has.
3.4 The functional and technical (security) characteristics of each Subscription Service are specified on the Order Form. Outy reserves the right to change or replace a Subscription Service before or after the conclusion of the Agreement by a Subscription Service with similar functional characteristics.
3.5 Outy shall exert reasonable effort to make the Platform available 24/7. However, Client acknowledges and agrees that failures, limitations, defects and interruptions may occur from time to time and do not constitute a failure of performance of the Agreement by Outy. Outy will strive to restore the availability of the Platform as soon as possible.
3.6 In addition to clause 3.4, Outy may temporarily limit the use of or interrupt the Subscription Services if Outy finds this necessary for:
a. the assurance of security and/or the integrity of the Subscription Services;
b. maintenance purposes;
c. the reparation of a defect or a breach;
d. a change or improvement in Outy’s or its suppliers’ computer systems.
3.7 In the event that Client requires technical support, Client may contact Outy with such a request. Outy will exert a reasonable effort to respond as soon as possible.
4. System requirements
4.1 The use of the Platform and the Portal is limited by specific system requirements, such as browser versions, as reasonably instructed or made available by Outy upon request.
4.2 Outy is not responsible for providing Client with any necessary functioning device(s), hardware and/or a functioning internet connection.
4.3 Client shall follow all instructions regarding the implementation of any changes and updates to the Platform — including the Portal, and/or the Subscription Services — issued by Outy upon the first request. Client acknowledges and agrees that Outy might not be able to provide the Subscription Services if Client does not implement and/or use the recent updates to the Platform following the instructions issued by Outy.
4.4 Outy cannot be held liable for any third party integrations. If Client makes use of a third party integration on Outy’s Platform that requires Client to pay a fee to a third party, Outy cannot be held responsible for such a fee.
5. Use of the Subscription Services
5.1 The Terms of Use. apply to the use of the Platform and form an integral part of the Agreement between Client and Outy. Client shall use the Platform in accordance with the Terms of Use and shall ensure that its End Users do the same. Client acknowledges and agrees that Outy is allowed to block the access of an End User under the conditions set out in the Terms of Use.
6. Pricing, Invoicing & Payment
6.1 Client is obliged to pay a subscription fee to Outy for the use of the Subscription Services. The subscription fee depends on the chosen Subscription Service and can be found on the Order form.
6.2 The fee is based on the amount of End Users authorised by the Client as well as the type of the package chosen on the Order form. If the bandwidth of the amount of End Users is exceeded, the subscription fee will be adjusted according to the prices referred on our pricing page. Any increases in the subscription fee shall apply for the remaining term of the subscription from the moment the limit is exceeded. Outy may change the End Users limits or any other terms of packages that apply to Client at any time at Outy's sole discretion by updating our pricing page.
6.3 Unless agreed otherwise, the subscription fee will remain fixed during the initial term of the subscription unless Client exceeds the limits of the chosen package or if Client subscribes to additional services. Client can only downgrade a contract tier at the next renewal date upon the purchase of a new Order.
6.4 Outy reserves the right to adjust the Client’s fee(s) at the end of the contract term. In this situation, Client is entitled to terminate the Agreement by means of a written notification to Outy within fourteen (14) calendar days of being informed of this fee adjustment.
6.5 If there is a substantial increase in the fee determining factors, such as an increase in labour costs, price increases at cooperation partners, or other fee determining factors, Outy is entitled to increase the agreed fee accordingly before the end of the set contract term. In this situation, Client reserves the right to terminate the contract by means of a written notification to Outy within fourteen (14) calendar days of being informed of such a fee increase.
6.6 Unless agreed otherwise, Client authorises Outy to automatically debit the subscription fee from Client’s bank account within fourteen (14) calendar days of invoicing by signing the Agreement. The subscription fee will be debited from the bank account as stated in the Order Form.
6.7 All recurring payments are incurred on a yearly basis. Client can opt for monthly payments instead. Switching from yearly payments to monthly payments can be done only at the end of the contract term. Fees may differ for monthly payments.
6.8 The prices for the Subscription Services offered are based on the following conditions:
a. all prices are exclusive of VAT (where applicable) and shipping costs.
7. Intellectual property
7.1 Any intellectual property rights — including copyrights, trademark rights and database rights — which are vested in, contained in or arising from (parts of) the Platform, including the Portal, are — and shall remain — vested in Outy and/or its supplier(s), as the case may be.
7.2 Client hereby grants Outy a royalty-free, non-exclusive licence to:
a. use the intellectual property rights contained in or arising from (parts of) the use of the Platform by Client and End Users for the sole purpose of providing the Subscription Services to Client;
b. add Client's name and company logo to Outy's Website, Platform and customer list.
8. Data protection
8.1 Client acknowledges and agrees that Outy is a data controller with respect to the personal data of (employees of) Client and End Users which Outy processes in relation to the provision of services, including, but not limited to, analytical purposes, training models and predicting customer behaviour. Outy strives to process personal data in accordance with applicable laws and regulations as set out in our Privacy Policy.
8.2 Client acknowledges and agrees that Client is a data controller with respect to the personal data of End Users which Client collects and processes via the Platform. The Client shall comply with applicable laws and regulations, including the General Data Protection Regulation, with respect to the processing of such personal data. Client warrants that applicable data protection laws and regulations are not violated by the processing of the personal data of its End Users by Client in the context of the provision of Subscription Services. In addition, the data generated by Client via the Subscription Service belongs to Client.
8.3 Parties shall grant each other reasonable cooperation efforts in order to ensure that all and any personal data is processed in accordance with applicable laws and regulations. Outy will handle the data subjects’ requests regarding their personal data in accordance with applicable laws and regulations. Outy will notify the Client of the data subjects’ requests regarding their personal data if such a request (also) concerns the processing activities of Client. However, Client acknowledges and accepts that it is possible that the data subjects’ personal data contained on the Platform will be deleted or otherwise altered by Outy if this is necessary to comply with applicable laws and regulations.
8.4 Outy provides Subscription Services only in the European Union. Insofar as Client wishes to transfer personal data contained on the Platform beyond the European Union, for example by making the Platform available for employees and customers outside the European Union, Client shall ensure that such personal data transfers are conducted in accordance with applicable laws and regulations.
9. Liability
9.1 Outy is not liable for any loss of actual or anticipated profit, loss of revenue, business opportunities, loss of anticipated savings, loss or incorrectness of data, (outstanding) balances on giftcards, loyalty cards or any other point based system, the cost of purchasing alternative services to mitigate and/or correct defects in the Subscription Service and any loss in relation to which Outy has no obligation to compensate for in accordance with section 1.10 of book 6 of the Dutch Civil Code.
9.2 Outy’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, and restitution claims, or claims otherwise arising in connection with the performance or contemplated performance of this Agreement shall not exceed the amount invoiced during the three (3) month period immediately preceding the date on which the liability arose.
9.3 Outy cannot be held liable for any damages resulting from the use of Subscription Services that are provided free of charge.
9.4 Neither party will be responsible in case of force majeure as set out in article 6:75 of the Dutch Civil Code. A force majeure includes but is not limited to an act of war, hostility, or sabotage; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (exc. pandemic restrictions), or any other event outside the reasonable control of the obligated party. Each party will exert reasonable efforts to mitigate the effects of a force majeure event.
9.5 Nothing in these Terms and Conditions excludes or limits Outy’s liability:
a. for damages arising from its or its staff’s wilful intent or gross negligence; or
b. for as far Outy is not allowed under applicable law to limit its liability.
10. Indemnity
10.1 In case of any third-party claim, including penalties from supervisory authorities, Client hereby indemnifies, defends Outy, and holds Outy and Outy's affiliates harmless against such claims if a claim is based upon or arises out of the following actions by Client or End Users:
a. any breach of the Agreement, including the Terms of Use;
b. any breach of applicable laws and regulations, including any data protection and intellectual property laws and regulations;
c. the use by Client or End Users of the Subscription Services and/or any third-party products.
10.2 If Outy becomes aware of such a claim, Outy will notify the Client as soon as possible. In this case, Outy will provide Client with all information and assistance reasonably requested by Client to handle the defence against the claim. The Client will not accept any settlements that (i) impose an obligation on Outy; (ii) require Outy to make an admission; or (iii) impose liability not covered by these identifications or place restrictions on Outy without prior written consent.
11. Term and termination
11.1 The term of the Subscription Services will be specified in the Order form. If the Order form does not specify a subscription term, the subscription term will be twelve (12) months. The subscription term will automatically renew for the subscription term specified in the Order Form.
11.2 Depending on the subscription term, a notice period applies. This notice period is specified on the Order Form and starts running before the end of the subscription term. To prevent a renewal of the subscription, Client must give Outy a written notice of non-renewal via contracts@joinouty.com. For example: if Client has a notice period of six (6) months, Client retains the right to terminate the Agreement up to six months before the end of the Agreement. If this term is not specified in the Order Form, Client's notice period is six (6) months.
11.3 Client may choose to terminate any of the Subscription Services early at its convenience provided that Outy will not provide any refunds, prepaid fees or subscription fees, and Client will promptly pay all unpaid fees due through the end of the subscription term.
11.4 In case of a termination for any reason and unless otherwise is explicitly agreed between the parties, Client is required to promptly pay the fees for the Subscription Services which had been provided before the termination came into effect.
11.5 Outy is authorised to terminate the Agreement or suspend the Subscription Services, including Client's and its End User's access to the Platform with immediate effect in accordance with applicable law, and in any case if Client:
a. is acting or has acted in a way that has or may negatively reflect on or affect Outy, its prospects, or Outy's customers and/or End Users;
b. violates any applicable law or regulations or any obligation under this Agreement, including the Terms of Use;
c. does not pay the (full amount of the) fees for the provision of the Subscription Services in accordance with the Agreement.
12. Applicable Law and Dispute Resolution
12.1 The Terms and Conditions and Agreement are governed by and construed in accordance with the laws of the Netherlands.
12.2 Unless Client is a natural person acting for purposes which can be regarded as outside of his trade or profession, any and all disputes that arise out of or in connection with the Agreement shall be governed by Dutch law and the parties agree to submit to the exclusive jurisdiction of the District Court (‘Arrondissementsrechtbank’) of Amsterdam.
13. Changes
13.1 Outy may modify any part of the Agreement, including these Terms and Conditions, from time to time. Outy will provide Client with written notice of any material updates at least thirty (30) days prior to the date upon which the updated version of this Agreement is effective, unless such material updates result from changes in laws, regulations, or requirements from telecommunications providers. The updated version of this Agreement will be available at General Terms and Conditions.
13.2 Following such an update notice, Client’s continued use of the Subscription Services on or after the date the updated version of this Agreement is effective and binding, as indicated at the top of this Agreement, constitutes Client’s acceptance of the updated version of this Agreement. The updated version of this Agreement supersedes all prior versions.
13.3 Client reserves a right to terminate the Agreement following such an update notice by notifying Outy of the intent to terminate via email within fourteen (14) calendar days after Outy issues the notice.
14. Final provisions
14.1 In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect.
14.2 Parties shall be obliged towards one another to hold any confidential information of which they become aware during the execution of this Agreement in confidence. Upon the termination of this Agreement, for whatever reason, this obligation will continue to rest with each of the parties, except insofar as it concerns information that has already become publicly known, other than as a result of a breach of the aforementioned duty of confidentiality.
14.3 All press statements and other forms of publication and communications concerning this Agreement, or matters arising therefrom, as well as the manner in which these communications are released, require a written prior approval from both parties, whereby parties will not withhold the required written approval from each other on unreasonable grounds.
14.4 Outy is free to conclude agreements with competing parties in the region.
14.5 This Agreement supersedes all other agreements and proposals between parties. Outy objects to and rejects any additional or different terms proposed by Client in any way such as on Client's website.
14.6 Outy's obligations are not contingent on the delivery of any future functionality of features of the Subscription Services or dependent on any oral or written public comment made by Outy regarding future functionality or features of the Subscription Services.
14.7 The English version of this Agreement will govern parties' relationships. Versions of this Agreement translated to languages other than English are translated for Clients’ convenience only and will not be interpreted to modify the English version of this Agreement.
14.8 Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with these Client Terms and Conditions.
15. Communications
15.1 Any communication between Outy and Client must be in writing (which includes email), unless explicitly stated otherwise in the Agreement.
15.2 The version of the communication in question stored by Outy will serve as evidence thereof, unless Client submits proof to the contrary.
15.3 All communications relating to the Agreement (including changes, objections, cancellation) must be made exclusively in writing via contracts@joinouty.com. Messages concerning the Agreement sent by Client by other means will not be considered valid.