These terms cover the subscription services offered by Moolaah through its platform, as defined below.
Last updated: 26-09-2024
1.1 The following definitions and rules apply to this Agreement:
Agreement: The contract formed between the Client and Moolaah, in which Moolaah commits to providing Subscription Services to the Client;
Client: The person or business that creates an account on the Moolaah’s website or orders a Subscription Service as described in clause 2.3;
End User: The authorized employee or customer of the Client who accesses and uses the Platform through the Portal;
Order (Form): The (online) form approved by Moolaah to place a subscription for one or more Subscription Services;
Platform: The platform(s), including the (web)application, provided by Moolaah for delivering Subscription Services.;
Portal: The website that provides access to the Subscription Services available on the Platform;
Subscription Service(s): The services provided by Moolaah that give access to Moolaah’s products through the Portal, hosted by Moolaah for use by the Client and End Users on the Platform.
Terms and Conditions: These rules that govern the Subscription Services provided by Moolaah.
Website: The website [http://www.moolaah.io](http://www.moolaah.io/) operated by Moolaah to offer access to Subscription Services.
1.2 Unless explicitly stated otherwise in this Agreement:
a. Singular words also mean plural, and vice versa.
b. References to clauses are references to the clauses of these Terms and Conditions.
1.3 Moolaah’s rights and remedies under this Agreement are additional to those available by law or any other applicable agreement.
2.1 To place an order for a Subscription Service, the Client must fill out an Order Form or accept a quote.
2.2 The Client must be at least 18 years old, or of legal age in their jurisdiction, to create an account and order Subscription Services.
2.3 The individual registering for the Subscription Service is regarded as the Client and will serve as the authorized account user.
2.4 If registration occurs on behalf of an employer, the employer is designated as the Client. By registering, the individual confirms their authority to bind the employer to Moolaah’s Terms and Conditions.
2.5 The Client is responsible for ensuring that all provided information, such as email and billing addresses, is accurate. Providing incorrect information may hinder Moolaah’s ability to deliver the Subscription Service.
2.6 The Agreement becomes effective when Moolaah provides written confirmation of the Client’s order. Moolaah reserves the right to decline any order at its discretion.
3.1 Once the Agreement starts, Moolaah will grant the Client access to the Platform for the utilization of Subscription Services.
3.2 The Client must provide accurate personal data, such as customer emails, and ensure End Users follow the rules of the Platform. The Client is responsible for collecting and processing personal data according to the law.
3.3 Subscription Services are provided on a standard basis and are considered “as-is” for all Clients, unless otherwise negotiated. The Client acknowledges and accepts the Subscription Services’ features in their existing state.
3.4 The functional and technical specifications of each Subscription Service are detailed in the Order Form. Moolaah retains the right to modify or substitute the Subscription Service with one of comparable functionality at any time during the Agreement’s term.
3.5 Moolaah aims to provide 24/7 access to the Platform but acknowledges that interruptions may happen. Such events do not breach the Agreement, and Moolaah will work to restore access as quickly as possible.
3.6 In addition to clause 3.4, Moolaah may temporarily restrict or suspend access to the Subscription Services as necessary for:
a. Ensuring the security and integrity of the Subscription Service;
b. Performing maintenance activities;
c. Addressing defects or breaches;
d. Restoring service following interruptions or other issues; and/or
e. Implementing changes or improvements to Moolaah’s or its suppliers’ computer systems.
3.7 For technical support, the Client may reach out to Moolaah at [support@moolaah.io](mailto:support@moolaah.io). Moolaah will respond as promptly as possible.
4.1 Accessing the Platform and Portal is subject to specific requirements, including compatible browser versions, which Moolaah will reasonably specify upon request.
4.2 Moolaah is not responsible for providing or ensuring the availability of functioning devices, hardware, or an internet connection.
4.3 The Client must adhere to all instructions provided by Moolaah regarding the implementation or installation of changes and updates to the Platform, including the Portal and Subscription Services. The Client acknowledges that failure to apply and utilize the latest updates as instructed may hinder Moolaah’s ability to deliver the Subscription Services.
4.4 If the Client employs an integration, such as an interface or other connection, between Moolaah’s Platform and third-party software, any associated fees charged by the third party will be the Client’s responsibility. Moolaah will not be liable for these fees or any issues arising from such integrations.
5.1 The Terms of Use govern the use of the Platform and are an integral aspect of the Agreement between the Client and Moolaah. The Client agrees to utilize the Platform in accordance with the Terms of Use and ensures that its End Users comply as well. The Client acknowledges that Moolaah reserves the right to deny access to any End User under the circumstances specified in the Terms of Use.
6.1 The Client is obligated to pay a subscription fee to Moolaah for accessing the Subscription Service. The fee is determined based on the selected Subscription Service and specified in the Agreement.
6.2 The subscription fee is determined by the number of End Users authorized by the Client, as outlined on the Order form. If the authorized number of End Users is exceeded, the subscription fee will be adjusted in accordance with the prices listed on our pricing page. Any increases in the subscription fee will apply for the remainder of the Agreement term, starting from the moment the limit is exceeded. Moolaah reserves the right to modify the applicable user limits at its sole discretion by updating the pricing page.
6.3 Unless otherwise specified, the subscription fee will remain unchanged during the initial term of the subscription, unless the Client exceeds the agreed limits, subscribes to additional services, or a different arrangement is made between the parties. The Client may only downgrade their subscription tier at the next renewal date by placing a new Order.
6.4 Moolaah reserves the right to modify the fee(s) at the end of the Agreement term. In such cases, the Client has the right to terminate the Agreement for convenience by providing written notice to Moolaah within fourteen (14) calendar days of receiving notification of the price adjustment.
6.5 In the event of a significant increase in cost-driving factors, such as higher labor costs, price increases from partners, or other relevant factors, Moolaah reserves the right to adjust the agreed price accordingly before the end of the Agreement term. In such cases, the Client has the right to terminate the Agreement for convenience by providing written notice to Moolaah within fourteen (14) calendar days of receiving notification of the price increase.
6.6 Unless otherwise agreed, by entering into the Agreement, the Client authorizes Moolaah to automatically debit the subscription fee from the designated bank account within five (5) working days of invoicing. The subscription fee will be debited from the bank account details provided to Moolaah.
6.7 All recurring payments are billed annually by default. However, the Client has the option to choose monthly billing. Please note that fees may vary for monthly payment plans
6.8 The prices for the Subscription Services are exclusive of VAT (if applicable).
7.1 All intellectual property rights, including copyrights, trademark rights, and database rights, associated with or derived from (parts of) the Platform, including the Portal, are and will remain the exclusive property of Moolaah, as applicable.
7.2 The Client hereby grants Moolaah a non-exclusive, royalty-free license to:
a. use the intellectual property rights associated with (parts of) the Platform, as utilized by the Client and End Users, solely for the purpose of delivering the Subscription Services to the Client;
b. include the Client’s name and company logo on Moolaah’s Website, Platform, and customer list.
8.1 The Client acknowledges that Moolaah acts as a data controller for the personal data of the Client’s employees and End Users related to the Subscription Services. Moolaah is committed to handling personal data according to relevant laws, as outlined in our Privacy Statement.
8.2 The Client acts as the data controller for personal data collected through the Platform from End Users and agrees to comply with applicable laws, including the General Data Protection Regulation. The Client ensures that Moolaah’s processing of End User personal data complies with relevant data protection laws.
8.3 The Parties agree to cooperate reasonably to ensure personal data is processed according to applicable laws. Moolaah will respond to requests from data subjects regarding their personal data as required by these laws. If a request relates to processing by the Client, Moolaah will forward it to the Client. The Client acknowledges that Moolaah may need to delete or modify personal data on the Platform to comply with legal requirements.
8.4 Moolaah provides Subscription Services within the European Union. If the Client intends to transfer personal data from the Platform to locations outside the European Union, such as by making the Platform accessible to employees or customers outside the EU, the Client must ensure that such transfers comply with applicable laws and regulations.
9.1 Moolaah shall not be held liable for any loss of actual or anticipated profits, revenues, business opportunities, expected savings, data loss or inaccuracies, unutilized gift card balances, costs incurred in procuring alternative services to rectify defects in the Subscription Services, or any other losses for which Moolaah is not obligated to compensate as outlined in Section 1.10 of Book 6 of the Dutch Civil Code.
9.2 Moolaah’s total liability for any claims arising from contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise related to the performance or expected performance of this Agreement shall be limited to the amount invoiced during the three (3) months immediately preceding the date on which the liability arose.
9.3 Contrary to Clause 9.2, Moolaah shall not be liable for damages resulting from the use of Subscription Services provided at no charge.
9.4 Neither party shall be held accountable for any failure to fulfill obligations due to force majeure as outlined in Article 6:75 of the Dutch Civil Code. This includes, but is not limited to, acts of war, hostility, sabotage, outages in electricity or telecommunications not attributable to the affected party, governmental restrictions (excluding pandemic-related measures), or any other circumstances beyond the reasonable control of the impacted party. Each party shall make reasonable efforts to mitigate the effects of any force majeure events.
9.5 No provision in these Terms and Conditions shall limit or exclude Moolaah’s liability for:
a. Damages resulting from the intentional misconduct or gross negligence of Moolaah or its employees; or
b. Circumstances where applicable law prohibits Moolaah from limiting its liability.
10.1 In the event of any claims by third parties, including sanctions from regulatory authorities, the Client agrees to indemnify, defend, and hold harmless Moolaah and its affiliates from such claims arising from:
a. Any breach of the Agreement, including the Terms of Use;
b. Any infringement of applicable laws and regulations, such as those related to data protection and intellectual property;
c. The use of the Subscription Services and/or any third-party products by the Client or End Users.
10.2 Should Moolaah become aware of any such claims, it will notify the Client promptly. Moolaah will provide the Client with all relevant information and reasonable assistance necessary for managing the defense of the claim. The Client shall not resolve any claim that (i) imposes obligations on Moolaah; (ii) requires Moolaah to make any admissions; or (iii) imposes liabilities that are not covered by this indemnification or limits Moolaah’s rights, without obtaining prior written consent from Moolaah.
11.1 The duration of the Subscription Services will be specified in the Agreement or Order Form. If no specific term is indicated, the default duration shall be tweelve (12) months. The subscription will automatically renew for the term indicated in the Order Form.
11.2 A three (3) months notice period will apply for all the Subscription Services as outlined in the Agreement or Order Form, and begins prior to the expiration of the subscription term. To prevent the automatic renewal of the subscription, the Client must provide written notice of non-renewal to Moolaah at support@moolaah.io. For example, if the notice period is three (3) months, the Client may terminate the Agreement for convenience up to three months before the end of the subscription term.
11.3 The Client may terminate any Subscription Service early at their discretion. However, Moolaah will not issue refunds for any prepaid fees or subscription fees, and the Client must ensure prompt payment of all outstanding fees until the end of the subscription term.
11.4 Upon termination for any reason, unless otherwise explicitly agreed by the parties, the Client is required to promptly pay for all Subscription Services rendered up to the termination date.
11.5 Moolaah reserves the right to terminate the Agreement or suspend Subscription Services, including access to the Platform for the Client and its End Users, immediately and in accordance with applicable law, particularly if the Client:
– Acts or has acted in a manner that negatively impacts or could negatively impact Moolaah, its prospects, or Moolaah’s customers and/or End Users;
– Violates any applicable laws or regulations or any obligations under this Agreement, including the Terms of Use;
– Fails to make payments for the Subscription Services as specified in the Agreement.
12.1 The Terms and Conditions and Agreement shall be governed by and interpreted in accordance with the laws of the Netherlands.
12.2 Unless the Client is a natural person acting outside their professional capacity, all disputes arising from or related to these Terms and Conditions and the Agreement shall be exclusively submitted to the competent court in ‘s-Hertogenbosch, Netherlands.
13.1 Moolaah may revise any part of the Agreement, including these Terms and Conditions. The updated version will be posted on our General Terms and Conditions page and will take effect immediately upon posting. If changes to the Terms and Conditions are made, the Client will be notified via email, through their account, or via an in-app notification.
13.2 Modifications will be regarded as irrevocably accepted by the Client unless the Client provides written notice to Moolaah at [support@moolaah.io](mailto:support@moolaah.io) within fourteen (14) calendar days of receiving notice of the changes. Failure to provide timely notice will result in the subscription continuing until the next renewal date under the updated Terms of Use. If Moolaah is unable to reasonably continue the subscription under the prior terms due to the modification, the affected Subscription Service will be terminated upon notice to the Client.
14.1 The provisions of the Agreement shall not apply in instances where they conflict with mandatory legal requirements. If any provision of the Agreement is deemed void or unenforceable, this will not affect the validity of the remaining provisions. In such cases, the parties will engage in good faith negotiations to amend the affected provisions to ensure enforceability while reflecting the original intent of the parties as closely as possible.
14.2 If any part of the Agreement is found to be invalid or unenforceable, it will be replaced with a valid and enforceable provision that closely aligns with the original intent. The remaining provisions of the Agreement shall remain in effect.
14.3 The parties agree to keep any confidential information they become aware of during the execution of this Agreement confidential. This obligation will continue to apply after the Agreement has concluded, regardless of the reason, unless the information has become public through no fault of the parties’ breach of confidentiality.
14.4 All press releases, publications, and communications related to this Agreement or its subject matter, as well as the manner of their release, must receive prior written approval from both parties. Each party shall not unreasonably withhold such approval.
14.5 Moolaah retains the right to engage in agreements with other parties, including competitors, within the region.
14.6 This Agreement supersedes all prior agreements and proposals between the parties. Moolaah expressly rejects any additional or differing terms proposed by the Client, including those presented on the Client’s website.
14.7 Moolaah’s obligations are not contingent upon the delivery of any future features or functionalities of the Subscription Service, nor on any oral or written statements made by Moolaah regarding potential future capabilities.
14.9 Each party represents and warrants to the other that it has the full legal authority to enter into this Agreement, and that the Agreement is binding and enforceable in accordance with these Terms and Conditions.
14.10 Any delivery timelines agreed upon by the parties are non-binding and not essential to the Agreement.
15.1 All communications between Moolaah and the Client must be in writing (including email), unless explicitly stated otherwise in the Agreement.
15.2 The version of the communication stored by Moolaah will be considered authoritative, unless the Client provides evidence to the contrary.
15.3 All communications regarding the Agreement (including modifications, objections, or cancellations) must be sent in writing solely to [support@moolaah.io](mailto:support@moolaah.io). Any messages from the Client concerning the Agreement sent through other channels will not be deemed valid.