Terms of Use

Effective Date: 04-10-2024

1. Acceptance of Terms

By accessing or using the ServiceChanger.com website and services, you ("the Customer") agree to be bound by these Terms of Use ("Terms"). If you do not agree, you must not use our services. ServiceChanger.com reserves the right to modify these Terms at any time. Customers will be notified of significant changes via email or a notice on our website at least 30 days prior to the effective date. Continued use of the services after the effective date constitutes acceptance of the modified Terms. If you do not agree with the modified Terms, you must discontinue use of our services.

2. Description of Service

ServiceChanger.com offers a Software as a Service (SaaS)/Identity as a Service (IDaaS) tool providing role-based access control on Entra ID. It synchronizes user data, including but not limited to first name, last name, company email, job title, location, and department.

3. Customer Data and Privacy

We commit to maintaining the confidentiality and integrity of synchronized customer data. Our data processing is in compliance with the General Data Protection Regulation (GDPR) and applicable Dutch privacy laws. The Customer is responsible for ensuring the accuracy of data provided to ServiceChanger.com.

Data Processing Agreement (DPA): In compliance with GDPR and other applicable data protection laws, ServiceChanger.com offers a Data Processing Agreement (DPA) that outlines the processing, storage, and use of personal data. By using our services, the Customer agrees to the terms of the DPA, which is incorporated into these Terms of Use by reference. The DPA is available upon request and can be signed by both parties.

4. Customer Compliance

The Customer is responsible for ensuring that its use of the ServiceChanger.com services complies with all applicable laws, regulations, and internal policies, including but not limited to employment, privacy, and data protection laws. The Customer shall obtain all necessary consents and authorizations before providing any personal data to ServiceChanger.com for processing.

5. Data Ownership

The Customer retains all rights, title, and interest in and to their data submitted, stored, or processed through the ServiceChanger.com platform. ServiceChanger.com does not claim ownership of the Customer’s data but is granted a non-exclusive, worldwide, royalty-free license to use, host, and process such data solely for the purpose of providing and improving the services in accordance with these Terms.

6. Security

ServiceChanger.com employs industry-standard security measures to protect Customer data from unauthorized access, alteration, disclosure, or destruction. However, no method of transmission over the Internet or electronic storage is completely secure. Therefore, while we strive to use commercially acceptable means to protect Customer data, we cannot guarantee absolute security.

The Customer is responsible for implementing necessary safeguards, including access controls, secure network configurations, and regular software updates, to protect the Customer's systems and data when using our services.

7. Disclaimer of Warranties

Our services are provided "as is." To the fullest extent permitted by law, ServiceChanger.com disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement. ServiceChanger.com does not warrant that the services will be uninterrupted, error-free, secure, or free of viruses or other harmful components.

8. Limitation of Liability

ServiceChanger.com shall not be liable for any damages resulting from the use or inability to use our services, including data loss or corruption, except to the extent prohibited by Dutch law. This limitation applies to direct, indirect, incidental, and consequential damages, even if ServiceChanger.com has been advised of the possibility of such damages.

Limitation of Liability for Data Breaches: ServiceChanger.com shall not be liable for any damages, losses, or claims arising out of or related to a data breach, hacking incident, or other unauthorized access to Customer data, except to the extent required by applicable law. This limitation applies even if ServiceChanger.com has been advised of the possibility of such damages.

Maximum Liability Cap: ServiceChanger.com’s total liability, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by the Customer for the services in the 12-month period preceding the event giving rise to the claim.

Disclaimer for Loss of Profit, Revenue, or Data: ServiceChanger.com shall not be liable for any loss of profit, revenue, data, or business interruption resulting from the use or inability to use the services, regardless of whether such loss or damage was foreseeable or whether ServiceChanger.com has been advised of the possibility of such loss or damage.

9. Indemnification

The Customer agrees to indemnify and hold ServiceChanger.com harmless against claims, damages, losses, and expenses arising from their use of the service, violation of these Terms, or infringement by the Customer or its employees.

10. Service Level Agreement (SLA)

The services provided by ServiceChanger.com are subject to the terms outlined in our Service Level Agreement (SLA). By using our services, the Customer agrees to the terms of the SLA, which is incorporated into these Terms of Use by reference. The SLA is available upon request.

11. No Reverse Engineering

The Customer agrees not to, and will not permit any third party to, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the ServiceChanger.com platform or any software, documentation, or data related to the services.

12. Beta Features

ServiceChanger.com may offer access to beta features or functionalities that are not yet fully developed or tested. These beta features are provided "as-is" and may contain errors, bugs, or inaccuracies. The Customer acknowledges and agrees that the use of beta features is at their own risk and that ServiceChanger.com makes no warranties regarding their performance, availability, or suitability for any purpose.

13. Arbitration Clause

Any dispute, controversy, or claim arising out of or relating to these Terms, including the validity, invalidity, breach, or termination thereof, shall be resolved exclusively through binding arbitration in accordance with the rules of the Netherlands Arbitration Institute (NAI). The place of arbitration shall be Arnhem, Netherlands, and the language of arbitration shall be English. The decision of the arbitrator shall be final and binding on both parties.

14. No Class Action

The Customer agrees that any disputes arising from or relating to these Terms or the use of our services shall be resolved on an individual basis. The Customer waives any right to participate in a class, collective, or representative action related to such disputes.

15. Jurisdiction and Forum Selection

These Terms are governed by Dutch law. The courts located in Arnhem, Netherlands (specifically the District Court of Gelderland) shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms or the use of our services. The Customer hereby consents to the exclusive jurisdiction and venue of these courts, acknowledging the protection offered to businesses within the EU.

16. Modifications to Service

ServiceChanger.com reserves the right to modify, update, or discontinue any aspect of the services, including features, functionality, and support, in response to technological advancements, market demands, or legal requirements. For significant changes that materially affect the services, ServiceChanger.com will provide the Customer with at least 30 days' notice and obtain the Customer's consent before implementing such changes. Continued use of the services after the effective date constitutes acceptance of the modified services.

17. Force Majeure

ServiceChanger.com shall not be liable for any failure or delay in performance under these Terms due to causes beyond its reasonable control, including but not limited to natural disasters, war, terrorism, government actions, internet outages, power failures, strikes, supply chain disruptions, pandemics, or acts of God. ServiceChanger.com will notify the Customer as soon as practicable in the event of a force majeure occurrence.

18. Audit Rights

ServiceChanger.com reserves the right to conduct periodic audits of the Customer's use of the services to ensure compliance with these Terms, including data security and usage restrictions. ServiceChanger.com will provide reasonable notice before conducting such audits. Audits will be limited to information and systems directly related to the Customer’s use of the ServiceChanger.com platform and shall be conducted during normal business hours in a manner that minimizes disruption to the Customer's business operations.

19. Notices

All notices, requests, consents, claims, demands, waivers, and other communications under these Terms must be in writing and delivered to the addresses provided in the order form or service agreement, or as updated by either party in writing. Notices shall be deemed to have been duly given (i) when delivered in person, (ii) the next business day after being sent by a recognized overnight courier, or (iii) on the third business day after being mailed by certified or registered mail, return receipt requested.

20. Survival

All provisions of these Terms that by their nature should survive termination, including but not limited to ownership provisions, confidentiality, disclaimers, indemnity, and limitations of liability, shall remain in effect after termination or expiration of these Terms.

21. Assignment

The Customer may not assign or transfer these Terms, in whole or in part, without the prior written consent of ServiceChanger.com. Any attempt to assign or transfer these Terms in violation of this provision will be null and void. ServiceChanger.com may assign or transfer its rights and obligations under these Terms without restriction.

22. Compliance with Laws

The Customer is responsible for using our services in compliance with all applicable laws, including data protection laws.

23. Export Control and Compliance

The Customer agrees to comply with all applicable export and re-export control laws and regulations. The Customer shall not use the ServiceChanger.com services in a manner that violates these laws or regulations, including, without limitation, embargoed destinations or restricted end-users.

24. Breach Notification

In the event of a data breach that affects the Customer's data, ServiceChanger.com will use commercially reasonable efforts to promptly notify the Customer. Notification will include the nature of the breach, the data affected, and any actions ServiceChanger.com has taken or plans to take in response.

25. Third-Party Services Disclaimer

ServiceChanger.com may utilize third-party services for data processing, storage, and other functions. While we select these providers with due care, ServiceChanger.com shall not be held liable for any security breaches, data loss, or damages resulting from the actions or negligence of third-party service providers.

26. Data Backup and Recovery

ServiceChanger.com implements regular data backup procedures to mitigate data loss risks. However, the Customer is responsible for maintaining their own backup copies of data. ServiceChanger.com shall not be liable for any loss of data, and the Customer agrees to regularly export or back up data as appropriate.

27. Termination

Either party may terminate these Terms with 30 days' written notice. Upon termination, the Customer's access to the services will be disabled, and ServiceChanger.com will retain Customer data for a period of 30 days to allow for data export. After this period, all Customer data will be permanently deleted, except where retention is required by applicable law or for legitimate business purposes.

28. User and Usage Limits

The Customer agrees to use the services in accordance with the usage limits specified in their service plan. Unauthorized use, including exceeding the number of permitted users or usage restrictions, may result in additional charges or suspension of service. ServiceChanger.com reserves the right to audit the Customer's use to ensure compliance with these limits.

29. Maintenance and Downtime

ServiceChanger.com may perform routine or emergency maintenance on the services, which may result in temporary interruptions. While we strive to minimize downtime, the Customer acknowledges that access to the services may be occasionally interrupted for maintenance, updates, or other purposes. ServiceChanger.com will provide advance notice of scheduled maintenance whenever feasible.

30. Subcontractors and Affiliates

ServiceChanger.com may engage subcontractors or affiliates to perform or provide certain aspects of the services. The Customer agrees that ServiceChanger.com is responsible for the actions of its subcontractors and affiliates in their provision of the services. However, ServiceChanger.com disclaims all liability for actions taken by independent third parties who are not directly engaged in the performance of the services.

31. Fees and Payment Terms

The Customer agrees to pay all fees associated with the selected service plan as outlined in the order form or service agreement. Payments are due within 30 days of the invoice date. Late payments may result in interest charges of 1.5% per month and/or suspension of services until all outstanding payments are received. ServiceChanger.com reserves the right to adjust pricing upon renewal or with prior notice to the Customer.

32. Feedback and Suggestions

Any feedback, comments, or suggestions the Customer provides regarding the services is entirely voluntary. ServiceChanger.com shall be free to use such feedback, comments, or suggestions without any obligation to the Customer, including developing, improving, or marketing new services.

33. Acceptable Use Policy (AUP)

The Customer agrees to use the ServiceChanger.com platform in accordance with our Acceptable Use Policy (AUP). Activities that violate the AUP include, but are not limited to, unauthorized access, distribution of malware, illegal activities, and abusive behavior. The Customer further agrees not to use the ServiceChanger.com platform for activities that are illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, or racially, ethnically, or otherwise objectionable. ServiceChanger.com reserves the right to monitor usage and take appropriate action if a violation of the AUP is identified, including suspension or termination of services.

34. Notification of Claimed Copyright Infringement

Please contact us at [e-mail] to report any copyright infringement on our website.

35. Liability for Customer Damage

ServiceChanger.com is not liable for any direct, indirect, incidental, special, or consequential damages resulting from the use or the inability to use our services, including but not limited to damages for loss of profits, data, or other intangibles, even if we have been advised of the possibility of such damages.

36. Limitation on Legal Actions

Any claim arising out of or related to these Terms or the use of our services must be filed within one (1) year after such claim arose; otherwise, it is permanently barred.

37. Confidentiality

Each party agrees to treat the other party's confidential information with the same degree of care as it uses to protect its own confidential information, but in no event less than a reasonable standard of care. Confidential information includes any proprietary data, trade secrets, or information that is not generally known to the public. This obligation of confidentiality shall survive the termination of these Terms.

38. Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions of these Terms shall remain in full force and effect.

39. Other Terms

These Terms, including our Privacy Policy, constitute the entire agreement between ServiceChanger.com and the Customer. Should any provision of these Terms be found invalid or unenforceable, the remaining provisions remain in effect.