Last updated 17th February 2020
REFINER SAS is a company incorporated under French laws with a capital of 1 000 euros. Its head office is located at 10 rue de Penthièvre 75008 Paris, France (hereinafter “REFINER”), registered in the RCS Paris under the number 851 824 318, which provides the Refiner Solution in SaaS mode.
By registering on the Website or using the Service, the Customer acknowledges that he/she/it has read, understood and agreed to the entirety of these Terms of Service. REFINER strongly advises the Customer to print and/or save a copy of the Terms of Service.
These Terms of Service may be amended from time to time. It is the Customer’s responsibility to review these Terms of Service frequently and to remain informed of any changes implemented. The Customer agrees that the continued use of the Service after such changes to the Terms of Services have been published will constitute the Customer’s acceptance of such revised terms.
In this Agreement, words or phrases beginning with a capital letter shall have the following meanings:
“Account” means the account of the Customer after entering into the Agreement, which enables the Customer to use the Service.
"API (Application Programming Interface)" means the programming interface allowing Customers 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 or a Contact.
"Contact" means a single individual whose Contact Data and Survey Response Data is stored by the Customer in the Refiner Solution.
"Contact Data" means the name, email address, phone number, online user name(s), telephone number, and similar information provided by the Customer and uploaded by the Customer to the Refiner Solution. Contact Data does not include Survey Response Data..
"Customer" means the individual or legal entity, professional only, with whom REFINER entered this Agreement and whose name and address appear on the Account. The Customer and REFINER are hereinafter collectively referred to as the “Parties” or individually as a “Party”.
“Customer Data” means any information stored by REFINER related to a Customer. Customer Data does not include Contacts, Contact Data, Behavioral Data, Surveys and Survey Response Data.
"Personal Data" means any information relating to a natural person who is or can be identified, directly or indirectly.
"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 Customer, under the terms and conditions set out in the Agreement.
"Subscribed Plan" means the feebased plan subscribed by the Customer for a fixed monthly or an annual period, which appears on the Account (and then possibly modified by the Customer). 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 Customer while using the Refiner Solution. The purpose of Surveys are to capture Contact Information from Contacts on behalf of the Customer.
"Survey Response Data" means data linked to a Contact which is collected by REFINER through a Survey on behalf of the Customer.
"Third Party API" means an external web service to the REFINER Solution to which the Customer may send Contact Information.
"Team Members" means the Customer's employees, representatives, consultants, contractors or agents who are authorized to use the Service for the benefit of the Customer and have unique user identifications and passwords for the Service.
"Website" means the REFINER website accessible at www.refiner.io and presenting the Refiner Solution;
The purpose of this Agreement is to set out the conditions under which REFINER provides the Service to the Customer, who accepts it, a nonexclusive and nontransferable right to use the Refiner Solution in SaaS mode. In exchange, the Customer agrees to pay the contractual fee and to comply with all requirements set out in the Terms of Service.
The Refiner Solution is a hosted cloud software, which enables a Customer to manage and process Contacts. Amongst other functionalities, the Refiner Solution allows its Customer 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 Contact Data and Survey Response Data (see 3.3. Availability).
The Customer’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 Customer bears all liability as to the access and the use of the Account. The Account requires the Customer to provide his/her/its legal full name, a valid email address, and any other information requested in order to complete the registration process.
The Service is available to the Customer 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 Contact Data, Survey Response Data or any other Customer Data. The Customer understands that he/she/it is has the sole responsibility to ensure that all Contacts, Contact Data, Survey Response Data and Customer Data are backed up and stored long-term outside the Refiner Solution. REFINER excludes any liability in the event of a loss of Contact Data, Survey response Data or any other Customer Data.
Support for the Services is only available in English, via email (firstname.lastname@example.org).
At the Customer's request, REFINER may, with or without a fee, through its dedicated Customer Support Department, assist the Customer 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 Customer may find a quick answer by reading the documentation of the Refiner Solution.
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 period of 30 days. The pricing are in Euros 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 Customer shall be responsible for payment of all such taxes, levies, or duties in its jurisdiction.
The Customer may have access to a free Account, during which the Customer uses the Service free of charge. Each Customer 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 Customer 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 Customer’s Subscribed Plan or a change from the Subscribed Plan to a free Account, the Customer 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
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 Customer must enter valid credit card information.
Customers 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 Customer. 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 Customer an email receipt for each payment. In addition, the Customer may also download a PDF version of the invoice including the Customer’s details in his/her/its Account.
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.
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.
The Agreement will be effective after the creation of an Account by the Customer, 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 Customer: to the Customer’s email address provided in the Account; for REFINER : email@example.com) at least 7 (seven) working days before the end of the Subscribed Plan. It is the sole responsibility of the Customer to anticipate the end of the Subscribed Plan, which consequences will be borne exclusively by the Customer. No amount received in advance by REFINER for the Subscribed Plan will be refunded.
All Contacts, Contact Data, Survey Response Data and other Customer Data will be automatically deleted from the Service at the termination date of the Agreement. The Customer is aware that Customer Data cannot be recovered after the termination date of the Agreement.
REFINER undertakes to use all reasonable and human resources to provide the Service, subject to (i) the full payment by the Customer 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 Customer 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 Customer’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.
The Customer, 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 Customer 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 Customer undertakes to :
Accordingly, the Customer 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 Customer’s use of the Service. While the Agreement prohibits such conduct and Content on the Service, the Customer understands and agrees that REFINER cannot be held responsible for the data submitted to the Service. The Customer therefore agrees to use the Service at his/her/its own risk.
REFINER may remove Accounts and all associated Customer 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.
The Service is provided on an "as is" basis and "as available" basis. The Service shall not substitute any other function in the Customer’s organization. The information given by REFINER is provided solely for the use of the Service but not for the Customer’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 Customer's sole risk. The Customer understands that the technical processing and transmission of the Contacts, including the Contact Data, Behavioral Data, and all other Customer 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 Customer, (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 Customer through the Service will meet the Customer's expectations, and (v) any errors in the Service will be corrected.
Contacts, Contact Data, and Survey Response Data is kept by REFINER for a period of 180 calendar days maximum by default. Therefore, it is the Customer's responsibility to ensure the storage and registration of his/her/its Contacts, Contact Data, and Survey Response Data and Customer Data. REFINER shall not be held responsible for any loss of Contacts, Contact Data, Survey Response Data or Customer Data.
REFINER might block the Customer’s Account in the event that the Customer went over the limit of the Subscribed Plan. REFINER excludes any liability for the suspension of the Account.
The Customer 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 Customers 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 Customer 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 Customer 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:
The Customer 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 Customer'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 Customer for the ongoing Subscribed Plan.
Breach(es) of any of the terms and conditions of the Agreement by the Customer will result in the termination of the Agreement and the closing of the Customer's Account. Should the Customer 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 Customer will no longer be able to use the Service. Contact Data relating to the Customer’s Account will be deleted without the Customer being entitled to any compensation. The Customer 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 Customer 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 Customer’s breach(es).
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 Contacts, Contact Data and Survey Response Data processed through the Service, which remain the sole property of the Customer.
The Customer remains the owner of all Contacts and Contact Data provided by the Customer, as well as all Survey Reponse Data captured by REFINER on behalf of the Customer.
The Customers 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 Customer grants REFINER against any claim, demand, suit or proceedings made or brought against REFINER by a third party alleging that the Content, 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 Customer 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 Customer in writing of the claim, demand, suit or proceeding, (ii) gives the Customer 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 Customer with all reasonable assistance. All fees incurred will be borne exclusively by the Customer.
REFINER and the Customer 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 Customer, as provided below.
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 Customer 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.
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 Customer allows REFINER to mention its company name or name and the Service provided for commercial purpose only.
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).