Terms of Services

These Terms of Service (“TOS”) governs your purchase of licenses for, and your use of, On-Demand Services from Hello George. The TOS details your rights and obligations as a customer and end-user of these Services and constitutes a binding contract between your company and Hello George. If you do not have the rights to enter into such an agreement for your company, or do not agree with the TOS, do not submit an order form or use the Services. The TOS also sets out the service level of the Services and Hello George‘s obligations to you as a customer.

1.1 The Services are provided according to the TOS and the relevant Order Form for the duration of the License period. The Services are made available on https://app.hellogeorge.com

1.2 Licenses for the Services are purchased from Hello George or Partner.

1.3 The Customer is granted a limited, terminable, non-exclusive and non-transferable license to use the Services in accordance with the TOS solely for its own internal business purposes on payment of a license fee and/ or a recurring license fee (“License fees”). Payment of the License fees and compliance with the TOS is a precondition for the right to use the Services.

1.4 The Services are provided as standard services. Licenses are not contingent on or tied to any particular functionality or version at any particular point in time but allow access and use of the Services as they are provided at any given time. License are neither contingent on the delivery of any future functionality or versions nor dependent on any publications, materials or comments regarding same made by Hello George. Hello George reserves the right to modify the functionality of the Services at any time. Any modifications that materially impact the Customer’s use of the Services will be notified in advance according to 1.7 on a minimum of 60 days’ notice. In the unlikely event, a modification disables or removes functionality which forms a material part of the Service the Customer is entitled to terminate his license for the affected Service(s) and to a refund for any License fees paid in advance for License periods that exceed the date of the disabling or removal of functionality.

1.5 Use of the Services in any manner or submitting an Order Form that references the TOS constitutes the Customer’s acceptance of the TOS. Acceptance constitutes a legally binding agreement between Customer and Hello George. Only employees of the Customer with the necessary authority to bind Customer to the TOS may enter into this agreement. By accepting the TOS such person warrants that he or she has the necessary authority.

1.6 The TOS apply until termination (or expiration) of the Licenses. Licenses are automatically renewable unless terminated.

1.7 Notices sent by Hello George to the Customer shall be deemed duly served when sent by email to the Admin User, or user email address(es) for products without a dedicated Admin User. Notices delivered directly in- Service, login screen or on www.hellogeorge.com/terms-of-services/ shall be deemed duly served when such posting has occurred. The Customer acknowledges that he has responsibility for checking this page regularly. Notices are effective immediately unless an effective- from the date is specified in the notice.

1.8 Hello George’s On-Demand Services suite consists of a wide range of products. The purchase of additional users or modules (“License upgrade”) or removal of users or modules (“License downgrade”) may vary from product to product, and is specified in- Service and/ or on the relevant Order Form. Certain Services support Self- provisioning of License upgrades and downgrades. As general rule License fees incurred during a license period as a result of a License upgrade are calculated for the remainder of that period and invoiced from the next Invoice period while License fees for a License downgrade will be deducted from the next Invoice period and without a refund for the remainder of the current license period.

1.9 Prices for the Services are based on the most recent price list as made available by Hello George or Partner. Prices may change from time to time. Any material changes in the price level or price models will be notified a minimum of 30 days in advance according to 1.7. No refunds are available for license periods with no or partial use or activity of the Services except in cases where the availability of the Services has been significantly restricted or reduced for reasons solely attributable to Hello George. In such cases, Hello George may offer a refund to the Customer for License fees accrued during the period of restriction or reduction in the Services.

1.10 Prices are exclusive of all taxes, levies or duties imposed by authorities and the Customer shall be responsible for payment for such taxes, levies or duties except for value-added tax (VAT) when applicable. VAT shall be automatically added to prices unless a valid VAT number is provided in conjunction with the registration for the Services as required by law and the relevant EU directive(s) and when the Customer is registered in a European Union or European Economic Area member state.

1.11 The Customer is solely responsible for having the necessary hardware, infrastructure and web browser for accessing the internet and using the Services. Hello George recommends a high- speed internet connection. See section 3.3 for recommended browsers.

1.12 Services may be subject to other limitations such as limits on storage space, specified in- Service, Documentation or on the relevant Order Form.

1.13 The Services include online Data Processing, such as storage of the Customer’s Data on Hello George’s servers. The Customer is the Data Controller and agrees and guarantees that:

• he is the owner of or otherwise has the right to transfer the Data to the Services for processing and that he has the responsibility for the accuracy, integrity, content, reliability, and legality of such Data, including the Transfer and Instructions;
• the Data Processing, where applicable has been notified to the relevant supervisory authorities and/or Data Subject; and that the Data Processing does not violate relevant provisions of law; Hello George has provided sufficient guarantees with respect to technical and organizational security measures;
• it is his duty as Data Controller to notify the relevant supervisory authorities and/ or Data Subject in the event of any breach or unauthorized disclosure of special categories of data such as personal data.

1.14 Hello George is the Data Processor and agrees and guarantees:

• to process the Data only on behalf of the Customer and in accordance with the TOS and applicable law, and to abide by the advice and directives of the relevant supervisory authorities;
• that he has implemented the technical and organizational security measures described in the TOS to protect the data from loss, misuse, and unauthorized alteration and that these measures represent a level of security appropriate to the risk presented by the processing and having regard to the cost of implementation;
• that he has no reason to believe that the legislation applicable to him prevents him from fulfilling the instructions received from the Customer;
• that he shall promptly notify the Customer of any legally binding request for the disclosure of Data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation, of any breach or unauthorized disclosure of the Customer’s Data and any request received directly from a Data Subject without responding to that request unless he has been otherwise authorized to do so. Party’s obligations regarding privacy are laid down in a separate Data Processor agreement.

1.15 The Customer accepts that Hello George may refer to the Customer’s use of the Services for general marketing unless the Customer in writing (email) has reserved against this.

2.1 The Services require a user identified by a unique email address to serve as the Customer’s designated Admin User. The Customer has provided the email address and name of the Admin User on the relevant Order Form, and warrants that the Admin User is authorized to establish and administrate the Customer’s users and Services, and to make the associated license purchases, including through Self-provisioning where available. For Services which do not require an Admin User the Customer’s contact person is considered Admin User with the same rights and obligations.

2.2 Only Users with a paid and valid license may use the Services. User licenses are for a single named user identified primarily by an e-mail address. A user must be a human being of legal age employed by the Customer and with the necessary rights and authorities to use the Services. Users are authorized to grant Hello George’s support personnel access to the Customer’s accounts for the Services should this be required in support cases. Users must provide a valid email address and other information requested during the registration process.

2.3 Users may not share and are responsible for the confidentiality and accuracy of login- and other account information. Users must inform Hello George immediately of any unauthorized use of login details.

2.4 Should the Customer wish to change the Admin User he must inform Hello George in writing (email). Hello George reserves the right to verify the identity of the Admin User before effecting the change and when establishing the Admin User for the first time.

2.5 Users shall not transfer viruses, worms or harmful code of any kind to the Services. The Services may not be used for any illegal or unauthorized purpose. Users shall not violate any laws in the relevant jurisdiction (s), including but not limited to copyright laws or transfer any offensive, threatening, libelous, defamatory or otherwise objectionable Data to the Services. Any such data may be removed by Hello George at its discretion. Users are obligated to immediately report such Data to Hello George by email.

2.6 The Customer acknowledges that he has full responsibility for all user activity and Instructions and users’ compliance with the TOS. Hello George is not liable for any consequence or damage which may arise from any unauthorized access to the Customer’s Admin User or other users.

3.1 Support Support services, updated software status, and contact details are available at www.hellogeorge.com/support

Service availability
Hello George’s goal is to have the Services available 24/7/365. Guaranteed availability: 0900- 2000 CET

Planned maintenance windows:
Saturday- Sunday 1700- 0200 CET
Tuesday- Wednesday 2230- 0430 CET

Security
Firewall and complete application monitoring
Web interface is SSL- level encrypted

Physical security
Managed data center with on-site security personnel 24/7/365, surveillance, access control and alarm systems, redundant environment, power and telecommunications connections with electronic detection and
prevention systems. Advanced building management systems integrated with an alarm system Energy management with energy conservation policies ISO/IEC 27001:2013

Data backups
Daily backup of customer data

3.2 Hello George may from time to time, for instance for major releases, require additional Services windows than stipulated in the TOS. These will be notified to the Customer in a minimum of 7 days in advance and are not part of any calculation of availability. Guaranteed availability excludes planned maintenance windows.

3.3 The Services are tested on the Google Chrome, Mozilla Firefox and Microsoft Internet Explorer (version 11 and later) web browsers.

4.1 The Customer can terminate his licenses for the Services according to the Service-specific terms specified in section 13. Termination- and Invoice periods may vary from Service to Service and between Distributors. Customer can terminate users and modules using Self- provisioning where this is a feature in the relevant Service.

4.2 Without waiving or prejudicing any other rights, if payment is not made within 30 days of the due date, Hello George may suspend the Customer’s access to the Services until payment is made. Hello George may choose to terminate the Customer’s account for the Services if no payment is made within 30 days of the initial suspension. The Customer shall pay penalty interest in accordance with applicable law for all License fees that are not paid by the due date. If the Customer cooperates in solving the payment dispute and disputes the amounts in question reasonably Hello George may choose not to charge penalty interest. Hello George may condition renewal of the Customer’s licenses on shorter Invoicing periods following a case of nonpayment.

4.3 Hello George reserves the right to control that the Customer is correctly and accurately licensed at all times using its Service provisioning and licensing systems.

4.4 Hello George can terminate the Customer’s Accounts with immediate effect the Customer breaches any of his obligations under the TOS, if the Customer becomes insolvent or becomes bankrupt, or suffers an administrator appointed. Hello George can suspend the Customers’ Accounts if a breach of any of the Customer’s obligations under TOS is suspected on reasonable grounds until such time as the matter is resolved upon prior notification to the Customer.

4.5 Hello George reserves the right to wholly discontinue any Service, or its availability in a particular market, on (i) 12 months prior notice according to 1.7 or (ii) in the event of force majeure according to 10.4 or 10.6. The Customer shall be entitled to a refund for any License fees paid in advance for License periods that exceed the date of discontinuation for the relevant Service(s).

4.6 Hello George may terminate Customer’s Accounts after 3 months of inactivity after first having sent the Customer notification of impending termination 30 days before the termination is carried out.

4.7 Hello George is not liable for any direct, indirect or consequential losses or damages, including loss of Data, production, revenue, and profit, that may arise as a result of suspension or termination based on 4.2, 4.3, 4.4, 4.5 or 4.6.

4.8 When the Services, including users and modules, are terminated all Data and copies thereof will be deleted from Hello George’s servers unless deletion is prevented by law. In such a case Hello George will continue to observe the confidentiality of the Data according to the TOS, cease all processing of the Data and provide Customer with a copy of his Data in a format and time and method of delivery specified by Hello George. Hello George may conduct Research according to 7.4 after termination. Except as expressly allowed in this clause, Data may not be recovered after termination under any circumstance. Hello George recommends that the Customer contacts his Partner or Hello George in good time prior to termination regarding data backups.

5.1 The Customer does not have the right to transfer any license for the Services to any other entity whatsoever, in whole or in part, under any circumstance (including but not restricted to mergers and demergers, bankruptcy, change of ownership or control or to affiliates) without prior written authorization from Hello George.

5.2 Hello George may transfer the Services, including the delivery thereof, in whole or in part to a third party. Any such transfer will be notified Customer at least 90 days in advance according to 1.7.

6.1 The Customer agrees to keep secret and not to disclose or utilize for any other purpose any confidential information from Hello George to which the Customer has received access through the Services or in connection with it, without written permission from Hello George, and shall instruct his employees and consultants to maintain these obligations. The Customer shall not disclose the results of any performance test to any third party without prior written authorization from Hello George, nor access the Services for purposes of monitoring availability or performance.

6.2 The provisions of confidentiality shall not apply to information which (i) is or becomes public knowledge other than by breach of this clause, (ii) is received from a third party who lawfully acquired it and who is not under an obligation restricting its disclosure.

7.1 Hello George (or its licensors) is the sole owner of all intellectual property rights (“IPR”) to the Services. IPR includes but is not restricted to copyrights, patents, trademarks, tradenames, know-how and moral rights, whether registered or unregistered. All documentation, including manuals, user guides and other written and electronic accounts of how the Services is set up and used by the Customer (“Documentation”) are considered part of the Services and is subject to the same restrictions in relation to copyright, etc. All copyrights, trademarks, registered trademarks, product names, company names or logos mentioned in the Services or in connection with it is the property of their respective owners.

7.2 The Customer shall retain intellectual property rights to all Data owned by the Customer and transferred to the Services.

7.3 Where software such as database software from a third party is required and is supplied by Hello George as part of the Services, this software is covered by the TOS unless separate licensing conditions have been supplied with the Services.

7.4 Hello George reserves the right to conduct statistical and usage- research on the Data and usage of the Services without identifying the source of the data (“Research”). Research is conducted to improve the Services and its usage for all customers. Hello George may also use research for marketing and information purposes provided that no customer-specific information may be identified. Research is exclusively the intellectual property of Hello George.

7.5 The Customer shall not copy, distribute, hire out, transfer, lease or otherwise make available the Services or any part thereof to any third party. The Customer shall not at any time do, permit or cause to be done, any act or thing that would impair or infringe Hello George’s IPR.

7.6 If the Customer infringes upon Hello George’s IPR, is in breach of his confidentiality- obligations or uses the Services in a manner not authorized by the TOS, the Customer shall pay a fee that is equivalent to 100% of the License fees which Customer has paid for the Services during the past 5 years, or the equivalent of 5 year’s License fees for his current licenses, whichever is greater. If, as a result of the infringement. Hello George suffers a loss or the Customer attains an unwarranted advantage, which together is greater than 5 year’s License fees, Hello George can also demand compensation for the portion of the advantage and loss that exceed this amount. The Customer acknowledges that Hello George may suffer irreparable harm in the event of a breach by the Customer of his confidentiality or IPR- obligations. Hello George shall have the right to take all reasonable steps to protect its proprietary and commercial interests, including any remedy as may be available at law, in the event the Customer breaches his obligations under the TOS. The same shall apply if the Customer has, or has attempted to, acquire information or data to which it is not entitled according to the TOS.

8.1 Hello George shall defend Customer against any claim or litigation where a third party claims that the Customer’s use of the Services under the TOS is in conflict or infringement with the third party’s patent, copyright or other intellectual property rights. Customer shall immediately notify Hello George of any such claim. Hello George shall, to the extent that it is liable, indemnify the Customer for any cost, charge, damages, expense or loss imposed upon Customer under a court-approved settlement or court ruling, as well as lawyer fees, provided that Customer (i) cooperates with Hello George at Hello George’s expense and gives Hello George full control of the legal process and settlement, and that the settlement releases Customer from all liability. Hello George may at its discretion (i) modify the Services so they no longer are in conflict, (ii) replace the Services with functionally equivalent Services, (iii) obtain a license for the Customer’s continued use of the Service under the TOS or (iv) terminate the Customer’s Accounts for the Services on 30 days’ notice against a refund for any License fees paid in advance for License periods that exceed the date of termination.

8.2 The foregoing indemnity shall not apply if the Services have been used in breach of the TOS.

8.3 Customer shall defend Hello George against any claim or litigation where a third party claims that the Customer’s Data, or use of the Services in breach of the TOS, is in conflict or infringement with the third party’s patent, copyright or other intellectual property rights, or is in breach or violation of applicable law. Hello George shall immediately notify Customer of any such claim. Customer shall indemnify Hello George for any cost, charge, damages, expense or loss imposed upon Hello George under a court-approved settlement or court ruling, as well as lawyer fees, provided that Hello George (i) cooperates with Customer at Customer’s expense and gives Customer full control of the legal process and settlement, and that the settlement releases Hello George from all liability.

9.1 Hello George guarantees that the Services will perform substantially as described, provided they are properly licensed and set up. The Customer and Hello George agree that the Services and delivery thereof will not be completely free of errors and that improving the Services is a continuous process. The Customer acknowledges that the Services are delivered “as is” and used at the Customer’s own risk.

9.2 If the Services do not function in accordance with the limited warranty specified in the TOS, Hello George shall correct the verified errors or defects in the Services at its own expense. Hello George may choose to replace the Services instead of performing a correction. If Hello George does not correct the verified errors or defects or replace the Services within a reasonable period of time, the Customer may terminate. In such a case, the Customer has the right to a refund of the License fees for the Invoice period(s) during which the verified errors or defects affected the Services. Apart from this, the Customer shall not be entitled to make any claims against Hello George.

9.3 Neither Hello George nor any of its licensors offer any warranty of any kind, express or implied, and specifically disclaim any implied warranties of title, non-infringement, merchantability, fitness for a particular purpose, system integration or data accuracy. No claims other than those specifically contained in the TOS have been made with respect to the Services, and the Customer shall not rely on any claims not expressly set out in the TOS.

9.4 Hello George does not warrant that the Services will meet the Customer’s requirements, operate correctly with the Customer’s choice of equipment, systems or settings, be uninterrupted, nor free of errors. Further, use of the internet to access and use the Services has not been established nor is it maintained by Hello George and Hello George have no control over the internet. Hello George is not liable for the discontinuance or disruption of the operation of any portion of the internet, nor possible regulation of the internet. Hello George shall make all commercially reasonable efforts deemed appropriate to remedy and avoid such events, however, Hello George shall not guarantee that interruption will not occur. Hello George shall not be liable for the performance or non-performance of Internet services or providers.

9.5 The headings of the TOS are intended for convenience only. Links to websites not owned or controlled by Hello George are provided for convenience only. Hello George assumes no responsibility for such websites.

10.1 Hello George is not in any way liable for the content or ownership of the Data.

10.2 Hello George is not in any way liable for any Instructions for Data Processing or other activity by the Customer’s users.

10.3 If Hello George is held responsible for the payment of compensation to the Customer as a result of the breach of any of the obligations specified in the TOS, such compensation shall not under any circumstances include compensation for indirect or consequential losses or damages of any kind that arises as a result of or in connection with such a breach, including but not limited to any loss of Data, production, revenue or profit, even in the event the Customer has been advised as to the possibility of such damages. Hello George’s liability under the TOS is limited to direct damages, except in the event of damages caused by gross negligence or willful misconduct, or provided otherwise by mandatory provisions of law. Any refund and compensation for direct losses and costs shall not exceed one year’s License fees in total.

10.4 In the event of the relevant legislation or directives being changed, or new legislation or directives being passed, after the Services have been made available in the market, which prevents Hello George from fulfilling the instructions of the Customer or his obligations under the TOS, and/ or which requires the suspension of the Services, in whole or in part, for a time-limited period or indefinitely, this is considered force majeure. Hello George is not in any way liable for such force majeure. In such an event, the Customer will be reimbursed any License fees paid in advance for use of the Services from the month following a suspension of Services resulting from such force majeure. The Customer shall have no further claims against Hello George.

10.5 Although Hello George will exercise due care in providing secure transmission of information between the Customer and the Services, the Customer acknowledges that the internet is an open system and that Hello George cannot and does not warrant or guarantee that third parties cannot or will not intercept or modify the Data. Hello George accepts no liability for such unintentional misuse, disclosure or Data loss. Hello George shall not be liable for any loss of data or functionality in connection with any type of upgrade or downgrade of the Services.

10.6. Neither Hello George nor the Customer shall be liable for any delay or failure in performance arising out of or in connection with force majeure, understood as earthquake, riot, labor dispute and other events similarly outside the control of Hello George or the Customer.

11.1 The TOS constitute the entire agreement between the Customer and Hello George. Any addition or amendment must be approved in writing by Hello George. The provisions of the TOS replace all terms and conditions that were agreed verbally or that may be found in other documents (except as expressly set forth herein) or that are in conflict with the TOS.

11.2 The TOS includes all Services that the Customer later purchases licenses for. The TOS is a standard agreement covering all Services.

11.3 Hello George reserves the right to change the TOS. The TOS is at all times available at www.hellogeorge.com/terms-of-services/. The Customer agrees that continued use of the Services constitutes the Customer’s acceptance of any and all changes to the TOS. It is recommended that the Customer reviews the current version of the TOS regularly. Customer will be notified according to 1.7 of any material changes to the TOS, and the TOS will always contain the date when it was last changed.

11.4 The English language version of the TOS available at www.hellogeorge.com/terms-of-services/ takes precedence of any local language translations, printouts or reproductions.

11.5 A judicial determination that any provision of the TOS is invalid in whole or in part shall not affect the enforceability of other provisions. In the event of such a determination, the relevant provision is replaced with a provision which, as far as possible, accomplishes the purpose of the original provision.

11.6 The provisions regarding IPR, confidentiality, and indemnification survive termination.

12.1 The rights and obligations of the parties under the TOS shall in their entirety be governed by the laws of the Netherlands. If a dispute arises in connection with the interpretation of the TOS or use of the Services, the parties shall attempt to resolve the dispute through amicable negotiations. If the dispute cannot be resolved in this way, it shall in the first instance be referred to the courts of law in Amsterdam as the exclusive venue.

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13.1 “Services” or “Service”: software application(s) from Hello George delivered as a service through a web browser or as online data processing services and ordered by Customer using an Order Form, including free trials, demo versions and any offline components that form part of the Service(s).

13.2 “Order form”: an electronic or paper order whereby the Customer places an order for the Services with a Hello George or Partner, including in- Service self- provisioning by Customer.

13.3 “Hello George”: a company in the Hello George Group with distribution rights for the Services.

13.4 “Certified Partner”: a company officially certified by Hello George for the reselling of the Services.

13.5 “Customer”: an end-user company identified by a unique organization number who is a customer of a Hello George or Partner.

13.6 “Customer’s Accounts”: collective term meaning all the Customer’s users, Data and other information pertaining to the Customer’s use of and access to the Services.

13.7 “Self- provisioning”: in- Service License Upgrades or Downgrades performed by any of the Customer’s users or Customer’s Partner if duly authorized by Customer.

13.8 “License period”: the period of time, number of transactions or similar for which a particular license is valid. The License period may vary from product to product and is indicated on the Order Form.

13.9 “Invoice period”: the License period(s) for which the Customer is invoiced License fees. The invoice period may differ from the license period and from product to product and is indicated in section 13.

13.10 “Data”: any and all data, including documents in any form, Transferred by the Customer to any Service.

13.11 “Transfer”: the uploading of, entering into or sending of Data by the Customer to any Service.

13.12 “Instructions”: any and all in- Service user actions, including logging in to the user account.

13.13 “Data processing”: any operation or set of operations, which is performed upon the Data by Hello George at the Instruction of Customer, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, disclosure by transmission, dissemination or otherwise making available, erasure or destruction, and necessary data maintenance such as debugging.