Terms

All terms defined below beginning with a capital letter are dmefined as follows:

Contract: means this Terms and Conditions and its appendices (when applicable).

Data: means any data from the Client database upload to the T&E Solution which can be accessed by Users.

Identifiers: means both the identifier specific to the user (“login”) and the login password (“password”), provided by Rydoo;

T&E Solution: means the software solution in SaaS mode (including updates, upgrades and corrections delivered by Rydoo as part of the Services) made available to the Client.

Personal Data: means any information which directly or indirectly identifies any individual, including by reference to an identifier, such as, without limitation, the name, address, email address, phone number, identification number or an identifier.

Services: refers to the hosting, maintenance and support services provided by Rydoo to the Client in relation with the T&E Solution.

User: means a natural person authorized by the Client to use the T&E Solution and the Services.

Expense Solution: means the T&E Solution module allowing individuals and businesses to capture, track and store their business expenditure receipts, as well as to generate and submit for approval expense reports derived from those receipts.

The purpose of this Contract is to define the conditions under which the Client is authorized to use the T&E Solution and the Services.

These Terms and Conditions supersede any terms and conditions of purchase of the Client and any prior agreements between the Parties related to Rydoo’s services. In addition, any specific clauses in the Contract supersede its general provisions on the same subject.

Rydoo authorizes the Client to access and use the T&E Solution and the Services conditioned to the payment of the fees mentioned on the invoice and the Billing Page. The total subscription price will depend on the billing period, selected plan type, extensions and additional services chosen by the Client. If the Client’s payment method fails and the Client fails to edit its payment information on time, Rydoo may suspend the Client’s subscription.

The Client will also have the opportunity to activate additional Users. The Client agrees that in case the number of Users exceeds its purchased subscription, Rydoo will charge the Client’s payment card for these users. The Client is able to verify, before purchase, the current plan in its subscription. The Client expressly renounces from any repayment of amounts pre-paid in advance.

All fees are exclusive of VAT (and other indirect taxes) and payable via payment card.

Monthly payment users:

• The Client authorizes Rydoo to charge its payment method automatically every month until the end of the Contract.
• Rydoo may change its fees each monthly renewal term and will notify the Client of any rate changes. The Client will have the choice to cancel the Contract, before such rates start to apply.

Yearly payment users:

• The Client authorizes Rydoo to charge its payment method in one lump sum, the annual fee at the time of purchase. Every year upon renewal, Rydoo will charge the current fees in one lump sum, until the Client cancels the contract.
• Rydoo may change its fees each annual renewal term and will notify the Client of any rate changes. The Client will have the choice to cancel the Contract, before such rates start to apply.

This Contract comes into force at the date of acceptance of these Terms and Conditions by the Client, for an indefinite period.

Monthly payment users:

• The subscription will renew each month until the Client cancels. The Client may configure, upgrade and manage (also cancel) its subscription through the Billing page.
• The Client may choose to switch from a monthly payment subscription to a yearly one at any time and will be applicable as from the end of the current monthly term.

Yearly users:

• The subscription will renew each year until the Client cancels. The Client may configure, upgrade and manage (also cancel) its subscription through the Billing page.
• The Client may choose to switch from a yearly payment subscription to a monthly one at any time and will be applicable as from the end of the current yearly term.

Rydoo may terminate or suspend the contract immediately upon notice, if the Client fails to pay its subscription, in the event of apparent insolvency, or if the Client violates the terms of the Contract.

Upon termination of this Contract, for whatever reason, Rydoo may revoke any access to the T&E Solution and the Client shall immediately cease any access and use of the T&E Solution and the Services. In addition, the Client will be able to obtain a copy of its data in the predefined format as determined by Rydoo (e.g. a zip file).

The Client’s free trial starts immediately after sign-up and will last for 14 calendar days. During the free or trial period, no express or implied warranties shall apply to the T&E Solution, nor the Services and Software, all of which are provided “as-is” with all defects and technical or other support may be provided at Rydoo’s discretion.

Before the end of the trial period, Rydoo will send a reminder to the Client to upgrade its plan and choose a payment method. If, for any reason, the Client does not upgrade its account, the Expense solution will go into read-only mode.

Rydoo will determine at its sole discretion the eligibility and access to any free trial offers to the Client. For example, Rydoo may refuse such free trial if the accounts seem to be fraudulent, or from a competitor.

The Client may access and use the T&E Solution 24 hours a day, 7 days a week, subject to maintenance periods.

The T&E Solution will be accessible from the Client’s compatible devices (computers, mobiles or tablets). To access the T&E, the Client must use the Identifiers provided by Rydoo. The Identifiers are intended to restrict access to the T&E Solution by the Client and its Users, ensuring confidentiality of the Data and to protect the integrity and availability of the T&E Solution. Identifiers are personal and confidential. The Client agrees to take any necessary measures to keep its Identifiers confidential and not to disclose them in any form whatsoever.

Rydoo shall not be held responsible for any damages resulting from any loss or data breach derived from disclosure by the Client of the identifiers assigned to the Client and its Users.

The T&E Solution, as well as all its components (such as trademarks, logos, computer programs, graphics, images, texts) are the exclusive property of Rydoo or have been granted to it. This Contract does not imply any assignment of intellectual property rights of any kind on any elements belonging to Rydoo.

Rydoo grants the Client a personal, non-exclusive, non-assignable, non-transferable right to use the T&E Solution for the duration of this Contract for its Users on a worldwide basis and the sole purpose of the Client’s internal needs. The Client shall use the T&E Solution and shall authorize access to it by the Users in accordance with its requirements, any documentation provided and the present Terms and Conditions.

The Client may not in any case transfer, delegate or allow a third party to make use of its right to use the T&E Solution and is strictly prohibited from any other use. In particular, the Client is not permitted to make any copy, correction, adaptation, modification, translation, arrangement, distribution, decompilation, alteration, and more generally, any change to all or part of the T&E Solution. Nor may it permanently or temporarily reproduce all or part of the T&E Solution by any means and in any form.

The Client shall provide Rydoo with any information required for the performance of the Services.

Rydoo provides the following Services to the Client:

– Provision and maintenance of the T&E Solution: Rydoo may implement upgrades, updates and new versions of the T&E Solution. Any new versions might include any modifications or deletions of existing features and/or new features or capacities.

– Technical support for the T&E Solution: Technical issues and requests can be reported in the in-app chat tool and will be processed from Monday to Friday from 09.00 to 18.00 Central European Time (excluding public holidays in Belgium).

– Additional Training and configuration services: at the Client’s request Rydoo may provide additional services, which will be invoiced in accordance with the applicable pricing.

The Client acknowledges that T&E Solution is an ancillary SaaS platform and Rydoo is not engaged in provision of any accounting, tax, or consultancy services that may be enabled by and/or available to the Client through his own use of T&E Solution.

For the purposes of this Contract, “Confidential Information” means all confidential and proprietary information of a Party disclosed to the other Party, whether orally or in writing, that is clearly identified in writing or verbally at the time of disclosure as confidential. It includes Rydoo’s documentation, the Data and information related to T&E Solution, whether or not marked as confidential or proprietary.

Each Party agrees not to use or reproduce the Confidential Information of the other Party for purposes other than for the requirements of the Contract and not to disclose or transfer the Confidential Information of the other Party to any third parties without its prior written consent.

Confidential Information can be disclosed by the other Party to its employees, officers and consultants as well as to employees, officers and consultants of its subsidiaries or authorized subcontractors solely for the purposes of performance of the Contract, and provided that such individuals are duly informed of the confidential nature of the information, and that they are bound by confidentiality undertakings similar to those set forth in this clause.

These confidentiality obligations do not apply to Confidential Information that is:

• Entered into the public domain prior to disclosure or thereafter without being in breach of this clause.
• Known prior to its disclosure by the disclosing party.
• Received from a third party lawfully.
• Developed independently by the recipient Party.

These confidentiality obligations shall continue to have effect for a period of three (3) years following the expiry or termination of the Contract.

Each Party shall comply with any applicable law related to Personal Data. Rydoo collects and processes Personal Data in accordance with its privacy policy.

For the purpose of this Contract, Rydoo will access to the Users’ Personal Data and will process them on behalf of the Client, in its quality of Data Processor. For more information on this subject please review our Privacy Policy.

The Client shall be the one and only responsible for the use of the T&E Solution by the Users.

The liability of each Party shall be limited to direct damages caused to the other Party. Neither Party shall be held liable for any indirect damages or any loss of data, loss of income, loss of profits, loss of opportunity or loss of customers or damage to the image arising from or relating from this Contract regardless of whether such persons were advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. Under no circumstances shall Rydoo be liable for any loss or damage caused by the reliance of the Client on any information, statements or reports obtained using the T&E Solution. Rydoo shall not be liable for any damages caused by the failure of the Client to provide information, documents or files required to implement the T&E Solution, as well as any data errors provided by any third party or by the Client.

In any event, Rydoo’s liability shall not exceed an amount equivalent to the subscription fees received by Rydoo during the twelve (12) months preceding the occurrence of the damage invoked by the Client, except in case of willful misconduct or gross negligence.

In any event, Rydoo will be exempted from all or part of its liability insofar as the non-performance or improper performance of the Contract is attributable to the unforeseeable and insurmountable act of a third party unconnected with the provision of services under the Contract, or to a force majeure event. Events of force majeure include strikes or social conflicts, the freezing of all means of transport or supply, earthquakes, fires, storms, floods, power outages, wars, attacks, riots, political instabilities, acts of government, breakdowns of telecommunications as well as all other events of force majeure.

This Contract is governed and interpreted in accordance with Belgian law. Any dispute which may arise with regard to the validity, interpretation, performance, termination, as well as the consequences of this Contract, must be submitted to the Brussels competent court, regardless of the place of performance of the Contract or of the domicile of the Parties, notwithstanding plurality of defendants or impleading of third parties, even for emergency proceedings or protective proceedings.

Changes to the Terms and Conditions will be made by Rydoo by publishing the updated version of Terms and Conditions on its website www.rydoo.com. The amended Terms and Conditions will come into force five (5) days after their publication on this site and binding upon the Client, if he continues using T&E Services after this 5-day period. Amendments done pursuant to an evolution of applicable law or regulation will come into force as from the publication date on the site.

The Client acknowledges and agrees that Rydoo might use its name, logo and other (registered and unregistered) trademarks for marketing purposes (among others to display it on the Rydoo website and in marketing materials). In the event that the Client wishes to withdraw this consent, Rydoo shall cease the use of the Client’s trademarks within 30 days.

The client acknowledges and agrees that during the term of the Contract Rydoo may contact the Client for the purposes of obtaining testimonials, case studies, interviews and other relevant marketing materials.

The Contract is entered into intuitu personae. Neither party shall be entitled to assign, transfer or relinquish in any way its rights and obligations arising from the Contract in favor of a third party without the prior written consent of the other party which should not be unreasonably withheld.

Rydoo, upon 30 days written notice to the Client, is entitled to assign this Contract to its affiliates or group companies.

The Rydoo brand is represented by all of Rydoo’s legal entities, and T&E Solution is operated by sister companies – Rydoo NV, having its registered address at Hendrik Consciencestraat 40/42, 2800 Mechelen, Belgium, and Rydoo Spółka z ograniczoną odpowiedzialnością, with registered office in Warsaw at Aleje Jerozolimskie 180, Poland. The Client agrees that either of these entities can provide and/or bill the Services to the Client at the discretion of Rydoo.

The Client agrees than any previous Non-Disclosure Agreement entered into between the Parties shall be governed by the provisions contained herein, in accordance with Clause 7.

The fact that one of the Parties did not exercise any of its rights in a timely manner, or did not exercise them at all, shall not be presumed to operate as a waiver of such rights, whether in relation to a past or future fact.

Last Updated: 17th March 2021