e.voice & e.circularity

Terms & conditions

For the purposes of this Agreement, a "Distributor" is defined as any entity or individual that procures products or services for resale or redistribution.

In this Agreement, the following terms will have the meanings set out below:

◊ “Platform” refers to Rejoose’s e.voice/e.voice circularity platform and all associated services.
◊  “Customer” means the Distributor that has entered into this agreement to access and use the Platform.
◊ “Confidential Information” refers to all non-public information disclosed by one party to the other.
◊ “API” refers to the Application Programming Interface access provided by Rejoose to the Customer for use with the Platform.

2. License Grant
Rejoose grants the Customer a non-exclusive, non-transferable, revocable license to access and use the Platform for the Customer’s internal business purposes. This license is subject to compliance with the terms of this Agreement. The Customer may not resell, distribute, or transfer access to the Platform without prior written consent from Rejoose.

Rejoose will provide API access, maintenance, and support for the Platform. Access includes the e.voice and e.voice circularity and all associated services with exception of e.insights. All data retrieved through the Platform remains the exclusive intellectual property of Rejoose.

4. Service Level Agreement (SLA)
Rejoose agrees to maintain a 99% uptime for the Platform, excluding scheduled maintenance or events beyond our control (e.g., force majeure). Critical issues will be addressed within 24 hours of notice. If the service fails to meet these performance standards for two consecutive months, the Customer may terminate the Agreement with 30 days’ written notice.

The Customer agrees to use the Platform solely for lawful purposes. Any unauthorized use, including but not limited to reverse engineering, unauthorized copying, or sharing access credentials, is prohibited. The Customer must not use the Platform to conduct any illegal activities, distribute malware, or compromise the security of the system.

6. Confidentiality
Both parties agree to maintain the confidentiality of any proprietary or non-public information exchanged under this Agreement. Confidential Information does not include information that:

◊ is publicly available;
◊ was known to the receiving party before disclosure;
◊ is disclosed by a third party not under confidentiality obligations; or
◊ is independently developed by the receiving party without using the disclosing party’s confidential information.

Each party agrees to use the other party's Confidential Information only to perform obligations under this Agreement and to take reasonable steps to protect it.

7. Customer Obligations Regarding Personal Data
The Customer agrees and warrants that it shall obtain all necessary prior consents and approvals from its end customers or any relevant data subjects before sharing any Personal Data with Rejoose via API integrations or any other means. Such Personal Data sharing must comply with applicable data protection laws, including but not limited to the EU GDPR, UK GDPR, or any other relevant legislation.

 In the event that the Customer fails to secure the required consents or approvals, the Customer shall:

◊ indemnify and hold Rejoose harmless against any and all financial consequences, claims, damages, penalties, or liabilities arising as a result of the unauthorised sharing of Personal Data.
◊ be fully responsible for any costs, legal fees, or fines incurred by Rejoose due to the Customer's failure to comply with this obligation.
 
Rejoose will, at no additional cost beyond what may have been agreed upon in this agreement, provide services related to the erasure of data and the fulfilment of the "right to be forgotten" requests from the Customer’s clients, as required under applicable data protection laws.

Rejoose reserves the right to suspend services if it becomes aware that the Customer has not fulfilled its obligations under this clause.

Rejoose retains all ownership rights to the Platform, including all modifications, enhancements, and improvements. The Customer is granted a non-exclusive, non-transferable licence to use reports, e.voices, and e.voice circularities generated via the Platform solely for their internal business purposes.

The Customer shall not sell, manipulate, extract, display, or distribute any data, except to the Third-Party owner of the invoice reference (hereinafter referred to as “the Third-Party”) to which a specific e.voice, e.voice-circularity, or platform-generated report relates, without the prior written consent of Rejoose.

Under no circumstances shall the Third-Party forward or otherwise distribute Rejoose data to its customer (hereinafter referred to as ‘the End-Customer’) without obtaining prior written consent from Rejoose. The responsibility for clearly communicating this lie solely with the Customer. Failure to comply shall constitute a breach of contract.

The Customer agrees to pay Rejoose the fees as outlined in the accepted quote. Payment is due 30 days from the invoice date. Late payments are subject to a 5% monthly finance charge. Rejoose reserves the right to adjust pricing with 90 days' notice.

Any pre-agreed fixed price shall supersede the right to amend pricing for the duration of this Agreement.

10. Security
Rejoose will implement appropriate technical and organizational measures to protect the confidentiality, integrity, and availability of the Customer’s data. In the event of a security breach, Rejoose will notify the Customer within 48 hours and work to mitigate any impact.

11. Termination
Either party may terminate this Agreement for any reason with 90 days' written notice. Additionally, either party may terminate immediately if the other party materially breaches this Agreement and fails to remedy the breach within 14 days of notice. Rejoose reserves the right to terminate if the Customer fails to pay on time on three separate occasions. Any amounts prepared for periods extending beyond the 90-day termination notice period shall not be eligible for refund.

Each party agrees to indemnify the other against any claims, damages, or losses arising out of a breach of this Agreement or any unlawful actions related to the use of the Platform.

Neither party shall be liable to the other for any indirect, incidental, or consequential damages, including but not limited to loss of profits, business interruption, or data loss, arising out of or related to the use of the Platform, even if advised of the possibility of such damages.

Rejoose’s total aggregate liability under this Agreement, whether in contract, tort (including negligence), or otherwise, shall be limited to an amount not exceeding the total fees paid by the Customer to Rejoose for the six months immediately preceding the event giving rise to the claim.

Neither party will be liable for any indirect, incidental, or consequential damages arising from the use of the Platform. Rejoose's total liability under this Agreement will not exceed the fees paid by the Customer in the six months preceding the event that gave rise to the claim.

Neither party will be liable for delays or failures in performance due to causes beyond their reasonable control, including natural disasters, strikes, pandemics, government regulations, or other unforeseeable events.

This Agreement will be governed by the laws of Denmark. Any disputes arising from this Agreement will be resolved by arbitration in Copenhagen, in accordance with the rules of the Danish Chamber of Commerce.

All disputes under this Agreement will be settled by arbitration under the jurisdiction of Copenhagen, Denmark. The arbitration tribunal proceedings will be conducted in English unless otherwise agreed.