Terms of Service

1. Definitions

In this Agreement, words or phrases beginning with a capital letter shall have the following meanings:

“Account” means the account of the Company after entering into the Agreement, which enables the Company to use the Service.

"Agreement" means the agreement constituted by these Terms of Service, the Subscribed Plan, the Privacy Policy and any potential subsequent amendments of those as well as any separate agreement entered into between REFINER and the Company for the performance of the Service.

"API (Application Programming Interface)" means the programming interface allowing Companys to interconnect the Refiner Solution to third-party tools (web or desktop application) under their sole responsibility;

"Behavioral Data" is data generated by observing the behavior of a Contact.

"Contact" means a single individual whose Contact Data and Survey Response Data is stored by the Refiner Solution on behalf of the Company.

"Contact Data" means the name, email address, phone number, online user name(s), telephone number, and similar information provided by the Company and uploaded by the Company to the Refiner Solution. Contact Data does not include Survey Response Data.

"Company" means the individual or legal entity, professional only, with whom REFINER entered this Agreement and whose name and address appear on the Account. The Company and REFINER are hereinafter collectively referred to as the “Parties” or individually as a “Party”.

“Company Data” means any information stored by REFINER related to a Company, their Account, its Personnel as well as the User Data they provided.

“Company Staff Data” means any personal information stored by REFINER related to a Company's personnel.

"Personal Data" means any information relating to a natural person who is or can be identified, directly or indirectly.

"Privacy Policy" means the document drawn up by REFINER presenting how it processes Company Data and User Data (https://refiner.io/legal/privacy-policy);

"Refiner Solution" means the Refiner software, as well as any related applications, developed and published by REFINER.

"Service" means the grant of access to the Refiner Solution by REFINER and the use of the Refiner Solution in SaaS mode by the Company, under the terms and conditions set out in the Agreement.

"Subscribed Plan" means the fee-based plan subscribed by the Company for a fixed monthly or an annual period, which appears on the Account (and then possibly modified by the Company). The Service is provided through separate offers, which functionalities are described on the Website, or through specific tailored offer(s).

"Survey" means a collection of questions created by the Company while using the Refiner Solution. The purpose of Surveys are to capture Contact Information from Contacts on behalf of the Company.

"Survey Response Data" means data linked to a Contact which is collected by REFINER through a Survey on behalf of the Company.

"Third Party API" means an external web service to the REFINER Solution to which the Company may send Contact Information.

"Team Members" means the Company's employees, representatives, consultants, contractors or agents who are authorized to use the Service for the benefit of the Company and have unique user identifications and passwords for the Service.

"User Data" means Behavioral Data, Contact Data and Survey Response Data. User Data does not include Company Staff Data.

"Website" means the REFINER website accessible at www.refiner.io and presenting the Refiner Solution;

2. Purpose of the agreement

The purpose of this Agreement is to set out the conditions under which REFINER provides the Service to the Company, who accepts it, a nonexclusive and nontransferable right to use the Refiner Solution in SaaS mode. In exchange, the Company agrees to pay the contractual fee and to comply with all requirements set out in the Terms of Service.

3. Service description, access and availability

3.1. Description of the Service

The Refiner Solution is a hosted cloud software, which enables a Company to manage and process Contacts. Amongst other functionalities, the Refiner Solution allows a Company to import Contacts and Contact Data, create Surveys, capture Survey Response Data, download their Contact Data and Survey Response Data, or send Contact Data and Survey Response Data to Third Party APIs.

The Service does not include any long-term storage and backup of User Data (see 3.3. Availability).

3.2. Access

The Company’s Account may be used by one or multiple Team Members. The Team Members access the Service through their own and personal access credentials (email and password). The Company bears all liability as to the access and the use of the Account. The Account requires the Company to provide his/her/its legal full name, a valid email address, and any other information requested in order to complete the registration process.

3.3. Availability

The Service is available to the Company 24 hours a day, 7 days a week during the term of the Agreement and within the limits set out in the Agreement.

The Service does not include any long-term storage and backup of Company Data. The Company understands that he/she/it is has the sole responsibility to ensure that all User Data and Company Data are backed up and stored long-term outside the Refiner Solution.

REFINER excludes any liability in the event of a loss of Company Data.

3.4. Support

Support for the Services is only available in English, via email (contact@refiner.io).

At the Company's request, REFINER may, with or without a fee, through its dedicated Company Support Department, assist the Company with identifying its needs with regard to the Refiner Solution and train the Team Members to optimize the use of the Service.

Various questions and concerns of the Company may find a quick answer by reading the documentation of the Refiner Solution.

4. Pricing, invoicing and penalties

4.1. Pricing

A specific pricing applies to any monthly or annual subscription plan, which are detailed under the page "Pricing", except for the free Account for a limited trial period. The pricing are in Euros, British Pounds or in US Dollars and all tax excluded, except when expressed otherwise. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and the Company shall be responsible for payment of all such taxes, levies, or duties in its jurisdiction.

The Company may have access to a free Account, during which the Company uses the Service free of charge. Each Company may subscribe only once to a free Account and shall not maintain more than one free Account. At any time while using the free Account, the Company may opt for a Subscribed Plan, which will be charged automatically.

For any upgrade or downgrade of the Subscribed Plan, the new price will apply as of the day following the date of the change in the Subscribed Plan. The billing cycle remains unchanged and the invoicing will include the details as to the pro rata. In the event of an amendment of the Company’s Subscribed Plan or a change from the Subscribed Plan to a free Account, the Company shall not be entitled to a refund. Further details on how changes and cancellations of Subscribed Plans are handled can be found here: https://support.stripe.com/questions/handling­subscription­changes

4.2. Payment and Invoicing

By default, all Subscribed Plans must be paid, through REFINER payment service provider (Stripe Payments Europe Ltd), for in full using a credit card, exclusively with one of the following credit card : Visa, Mastercard, Amex. The Company must enter valid credit card information.

Companys can request to pay for the Refiner Solution through payment methods (DACH, wire transfer, SEPA, ...) other than credit card. It is in the sole discretion of REFINER to accept payment methods other than credit card and additional terms might apply.

The Service is billed in advance on a monthly or annual basis, irrespective of the use of the Service made by the Company. The amount already paid is neither fully or partially refundable. The lack of use or the temporary discontinuance of the Service during the duration of the Subscribed Plan shall not have the effect of extending the duration of the Agreement or the Service, nor qualify for a refund or any compensation whatsoever. REFINER will provide no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.

REFINER shall automatically send the Company an email receipt for each payment. In addition, the Company may also download a PDF version of the invoice including the Company’s details in his/her/its Account.

4.3. Penalties

In the event of lack of payment on the due date, REFINER is entitled to require payment of (i) the entire debt, (ii) a penalty for delay of three times the legal interest rate and (iii) a lump fee for fees recovery in accordance with Article L. 441­6 of the French Commercial Code.

5. Modification of Service and Pricing

REFINER reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time.

Prices of all Services, for the monthly or annual subscription plan to the Service, are subject to changes at any time. Such notice may be provided at any time by posting the changes on the Website, or the Refiner Solution itself. Such changes shall not apply for the ongoing Subscribed Plans and shall only apply for the Subscribed Plans entered after the modification of pricing.

6. Terms

The Agreement will be effective after the creation of an Account by the Company, including a free Account, and will remain in effect until its termination by either Party. The minimal duration of the Agreement is one (1) month as from the date of the subscription of a monthly Subscribed Plan and one (1) year as from the date of the subscription of an annual Subscribed Plan.

All Subscribed Plans will renew for successive periods of the same duration by tacit agreement, unless terminated by either Party by email (for the Company: to the Company’s email address provided in the Account; for REFINER : contact@refiner.io) at least 7 (seven) working days before the end of the Subscribed Plan. It is the sole responsibility of the Company to anticipate the end of the Subscribed Plan, which consequences will be borne exclusively by the Company. No amount received in advance by REFINER for the Subscribed Plan will be refunded.

User Data and Company Data will be automatically deleted from the Service at the termination date of the Agreement. The Company is aware that Company Data cannot be recovered after the termination date of the Agreement.

7. Granting and undertaking of REFINER

REFINER undertakes to use all reasonable and human resources to provide the Service, subject to (i) the full payment by the Company of the contractual fees and (ii) interruptions, suspension or discontinuance of all or any portion of the Service due to maintenance, service disruption or failure external to REFINER. For maintenance operations, REFINER will endeavour to inform the Company in advance by email or via the Website or the Refiner Solution. The temporary interruptions of the Service, of any kind, will under no circumstances give rise to indemnification of any kind to the Company’s benefit. Any service not expressly provided for in the Agreement, such as training, support, etc., shall be subject to a separate agreement, based on a quotation established according to REFINER’s applicable rates.

8. Grantings and undertakings of the Company

The Company, who enters into the Agreement on behalf of a company or other legal entity, grants that he/she/it has the authority to bind such entity and its affiliates. The Company grants to be a natural or a legal entity, acting as a professional, excluding any robots. Accounts registered by "bots" or other automated methods are not permitted.

The Company undertakes to :

• acquire the necessary hardware and software, and to subscribe to telecommunications services (internet access) required to remotely use the Service. The costs for such equipment and for Internet access services are exclusively borne by the Company;
• ensure that the Company is trained to use the Service and Internet­based technologies;
• maintain the security of the Account and the related password;
• accurately transmit, under his/her/its sole responsibility, all information required for the performance of the Agreement and warrants the accuracy of such information. The Company hence commits to report any change to these information;
• pay the contractual fees under the conditions set out in the Agreement;
• respect REFINER’s intellectual property rights;
• refrain from using the Service in conditions that may impair the functioning or safety of the Service;
• refrain from modifying, adapting or hacking the Service or modify another website so as to falsely imply that it is associated with the Service, or with REFINER;
• refrain from uploading, or transmitting unsolicited email or "spam" messages;
• refrain from reproducing, duplicating, copying, selling, reselling or exploiting any portion of the Service, use of the Service, or access to the Service without the written permission by REFINER;
• refrain from transferring to his/her/its Account data that may:
  • impair the functioning of the Service;
  • contain or be likely to contain viruses or any code of a destructive nature;
  • be of an illegal nature, contrary to the laws or regulations in force, contrary to morality (pornography, violence, etc.) or infringing third parties’ rights, including (without limitation) intellectual property rights and the right to privacy.

Accordingly, the Company is responsible for any damages such data could cause to REFINER, to a third party, to the Service and will hold REFINER harmless against any claims that may be brought against REFINER by a third party because of such data and, more generally, the Company’s use of the Service. The Company understands and agrees that REFINER cannot be held responsible for the data submitted to the Service. The Company therefore agrees to use the Service at his/her/its own risk.

REFINER may remove Accounts and all associated Company Data that contains data that REFINER considers in its sole discretion as unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any Party's intellectual property right(s) or the Agreement.

9. Liability

The Service is provided on an "as is" basis and "as available" basis. The Service shall not substitute any other function in the Company’s organization. The information given by REFINER is provided solely for the use of the Service but not for the Company’s organization. REFINER has an obligation of means and does not provide any implicit or explicit warranty as to the use of the Service.

The use of the Service is provided at the Company's sole risk. The Company understands that the technical processing and transmission of User Data and Company Data may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

REFINER does not warrant that (i) the Service will meet the specific requirements of the Company, (ii) the Service will be uninterrupted, timely, secure, or error­free, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any information, or other material obtained by the Company through the Service will meet the Company's expectations, and (v) any errors in the Service will be corrected.

User Data is kept by REFINER for a period of 180 calendar days maximum by default. Therefore, it is the Company's responsibility to ensure the storage and registration of his/her/its User Data and Company Data. REFINER shall not be held responsible for any loss of Company Data.

REFINER might block the Company’s Account in the event that the Company went over the limit of the Subscribed Plan. REFINER excludes any liability for the suspension of the Account.

The Company understands that REFINER uses third party vendors and hosting partners to provide the necessary hardware, software, networking, billing, storage, and related technology required to run the Service.

The Companys also understands that, while the Refiner Solution offers tools to easily set up a connection with such systems, API (Application Programming Interface)s are published and maintained by an independent provider other than REFINER. The Company is therefore solely liable as to the transfer, the download or any use of the data sent to or through an API (Application Programming Interface), excluding any liability of REFINER. The Company is aware that he/she/it may have to enter into a specific and separate agreement as to the use of the API (Application Programming Interface).

REFINER excludes any liability in the events of:

• a downgrading of the Service;
• loss of Company Data, features, or capacity of the Company's Account;
• a modification, price change, suspension or discontinuance of the Service;
• a loss or damage from Company’s failure to comply with the Company's undertakings, including his/her/its security obligation;
• concerning use of Company Data.

The Company expressly understands and agrees that REFINER shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if REFINER has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute services resulting from any services purchased through or from the Service; (iii) unauthorized access to or alteration to the Company's Account; (iv) statements or conduct of any third party on the Service; (v) or any other matter relating to the Service.

In any case, the overall liability of REFINER is strictly limited to the overall fees paid by the Company for the ongoing Subscribed Plan.

10. Termination for breach

Breach(es) of any of the terms and conditions of the Agreement by the Company will result in the termination of the Agreement and the closing of the Company's Account. Should the Company fail to remedy the said breach within seven (7) days from the suspension of his/her/its access to the Service, REFINER shall be fully entitled to terminate the Agreement with immediate effect and without prior notice. From the termination date, the Company will no longer be able to use the Service. User Data relating to the Company’s Account will be deleted without the Company being entitled to any compensation. The Company shall be solely responsible for the consequences of the termination of the Agreement, in particular in terms of continuity of its internal management and commercial activities.

No amount received in advance by REFINER for the Subscribed Plan will be refunded and the Company shall not be entitled to any compensation whatsoever.

Suspension of the Service and/or termination of this Agreement shall not prevent or otherwise impede the claim(s) REFINER may present as a result of the Company’s breach(es).

11. Intellectual property rights

11.1. REFINER ownership and undertakings

All intellectual property rights on the Refiner Solution and all content available on the Website remain the sole property of REFINER. REFINER warrants that it has developed the Refiner Solution and owns the intellectual property rights to the Refiner Solution and all elements used to provide the Service.

REFINER undertakes not to claim any ownership on the User Data processed through the Service, which remain the sole property of the Company.

11.2. The Company’s ownership and undertakings

The Company remains the owner of all User Data provided by the Company, as well as all Survey Reponse Data captured by REFINER on behalf of the Company.

The Companys undertakes to refrain from any act or behavior that may directly or indirectly affect the intellectual property rights owned by REFINER, such as but not limited to, the intellectual property rights owned on the Refiner Solution, the related trademark and logo used by REFINER.

The Company grants REFINER against any claim, demand, suit or proceedings made or brought against REFINER by a third party alleging that the Company Data, the use of the Service in violation of the Agreement, infringes, misappropriates the intellectual property rights of a third party or violates applicable law and regulation. The Company undertakes to indemnify REFINER for any damages awarded against, and for reasonable legal fees (including attorney’s fees) incurred by REFINER in connection with any such claim, demand, suit or proceedings, provided that REFINER (i) promptly informs the Company in writing of the claim, demand, suit or proceeding, (ii) gives the Company the sole control of the defense and settlement of the claim, demand, suit or proceedings (such settlement may be entered to the extend that said settlement releases unconditionally REFINER of its liability) and (iii) provides the Company with all reasonable assistance. All fees incurred will be borne exclusively by the Company.

12. Privacy

A detailed Privacy Policy provided by REFINER (access the Privacy policy here) is part of this agreement.

13. Confidentiality

REFINER and the Company undertake to keep confidential all information and documents concerning each Party, of any nature whatsoever, to which the relevant Party may have referred to, or provided, during the performance of the Agreement. The above shall not prevent REFINER to mention its commercial relationship with the Company, as provided below.

14. Force majeure

REFINER uses all technical means which may be reasonably used for the performance of the Service. REFINER shall therefore not be held liable in the event that the Service is not available in the case of force majeure, including but not limited to, network failure, strike, natural disaster, earthquake, public telecommunication network failure, failure of Internet connection due to private or public agents to which REFINER relies upon.

The Company waives any right to indemnity of any nature whatsoever in the event of force majeure and REFINER shall not be held liable for any cost incurred due to the impossibility to use the Service.

15. Miscellaneous

At any time and at its own discretion, REFINER reserves the right to assign, subcontract, transfer and / or provide all or part of the rights and obligations subject of the Agreement to a third party in any form whatsoever.

This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof. It supersedes all prior negotiations, contracts, and undertakings between the Parties with respect to such matter.

The fact that one of the Parties did not request the application of any provision of this Agreement shall in no event be deemed or interpreted as a waiver of the right that Party has under this provision.

The Company allows REFINER to mention its company name or name and the Service provided for commercial purpose only.

16. Choice of law and jurisdiction

The Agreement is subject to the laws of France. Any dispute, controversy or claim arising under, out of or relating to the validity, interpretation and performance of the Agreement shall be referred to and finally determined by the competent courts of Paris (France).