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These Product Specific Terms governing the provision of the Product “Voyado Engage” to Customer and Customer’s use thereof, form part of the General Terms and are hereby incorporated therein.
Any terms defined in the Agreement shall have the same meaning when used herein. The following terms shall have the meaning ascribed below:
“Acceptance Criteria” means the criteria against which the delivery will be measured for acceptance.
“Acceptance Procedure” means the procedure and methods for testing of the Implementation Project and the Product as detailed in the Statement of Work.
“Contact” means a single contact entry in one tenant; for the avoidance of doubt, any duplicates will be calculated as two different contacts.
“Essential Support” means the support included in the Fees free of additional charge as described under Section 8 below.
“Implementation Project” means the services provided by Supplier for implementation of the Product as detailed in the Statement of Work, if applicable.
3.1 Scope and Payment. The right of access to the Product is subject to Customer’s payment of the Fees and limited to the Ordered Components and user limits, as specified in the Order Form. Any fees and payment plan for the Implementation Project are stated in the Statement of Work, if applicable.
3.2 SMS. Customer can use the Product to communicate with its customers via SMS. If Customer sends longer messages, these will be divided into 160 characters per message and charged as separate SMS. Supplier may request that SMS are pre-paid. If a price increase is made in accordance with Section 3.3 below, the amount of available SMS purchased before such increase will be adjusted according to the new price(s).
3.3 Price Increases from Subcontractors. To be able to offer Customer high quality in every aspect, Supplier cooperates with leading external service providers. Against this background, the Parties agree that in the event Supplier’s subcontractors adjust their prices payable by Supplier, Supplier may make a corresponding price adjustment vis-à-vis Customer for such services. Supplier undertakes to notify Customer as soon as possible but at least one (1) month before the implementation of such adjustment. Supplier shall, upon request by Customer, present documentation from the subcontractor demonstrating the price increase.
Customer is responsible for ensuring that its customer account is not used to transmit fraudulent messages. Fraud, including artificial inflated traffic (SMS pumping) originating from Customer, will not excuse Customer’s payment obligations under the Agreement.
5.1 Supplier Implementation Project. In the event Supplier shall perform an Implementation Project, such project shall be described in the Statement of Work. Further, the provisions in this section, Section 6 (Acceptance) and Section 7 (Time Plan and Delay) apply.
5.2 Supplier’s Responsibilities. When performing the Implementation Project, Supplier shall follow reasonable instructions regarding IT-security, guidelines and code of conducts if notified by Customer well in advance prior to the commencement of the Implementation Project and if such does not cause any unreasonable inconvenience or additional costs for Supplier. Supplier shall, to the best of its ability, endeavor to minimize disruptions to Customer’s ongoing business activities.
5.3 Cooperation with Third-Party Vendors. If agreed in the Statement of Work, Supplier shall cooperate with any third-party vendors to Customer, as reasonably requested by the Customer, provided that such cooperation does not cause any unreasonable inconvenience or additional costs not covered by the agreed fees for the Implementation Project. Such vendors shall be required to enter into a confidentiality agreement if required by Supplier.
5.4 Customer’s Responsibilities. Supplier is only responsible for the undertakings and circumstances specified and detailed in the Agreement. In addition to what is stated in the Statement of Work, Customer is responsible for the following undertakings/circumstances:
5.5 Changes. Changes to the scope of the Statement of Work may be made in writing subject to both Parties’ signature. Both Parties may suggest changes and Supplier shall thereafter specify the (i) estimated costs, (ii) changes to the time plan, and (iii) changes to Customer’s undertakings/requirements.
5.6 Compensation. Supplier is entitled to compensation for reasonable travel costs (out-of-pocket expenses) if the Parties have agreed on travels.
6.1 Acceptance Procedure and Criteria. Acceptance Procedure and the Acceptance Criteria for the delivery of the Implementation Project and the Product shall be agreed and specified in the Statement of Work.
6.2 Customer’s Acceptance. The Implementation Project and the Product shall be deemed accepted by Customer when the Acceptance Testing has been carried out and the Product fulfills the Acceptance Criteria. Acceptance shall be documented in writing in a project closure protocol. In the event Customer has not approved, or made legitimate reservations, in such protocol within one (1) week from the date of the Acceptance Testing, Customer shall be deemed to have approved the Product. Customer shall also be deemed to have approved the Product and the Implementation Project if it has started utilizing the Product (hence, when Customer has accessed the Product and can use at least parts of the Product, for example by starting to send e-mails and doing IP-warm up). Deviations which are insignificant for the intended use of the Product shall not affect the determination of acceptance.
6.3 Remediation. If following the Acceptance Procedure, the Acceptance Criteria should not be fulfilled, Supplier shall remedy any deviations, and the Acceptance Procedure shall be repeated until it fulfils the Acceptance Criteria. Any delays attributable to Supplier are governed by Section 7 below.
6.4 External Delays. If the Implementation Project and the delivery of the Product are delayed past the Agreed Go-Live Date, and this is due to circumstances not attributable to Supplier, Supplier shall be entitled to charge any additional hours spent on the Implementation Project according to Supplier’s applicable hourly rates.
6.5 Requirements. Customer is responsible for providing the test environment and all other requirements agreed in the Statement of Work.
7.1 Time Plan. The Implementation Project shall be delivered in accordance with the time plan specified in the Statement of Work.
7.2 Delays and Remedies. If the Implementation Project is not accepted by the Agreed Go-Live Date, Supplier shall be deemed to be in delay and remedy any Defects as soon as reasonably possible but at least within forty-five (45) days. If the Implementation Project is still not accepted by this date, the Parties shall jointly set a final deadline for acceptance. If the Implementation Project is not accepted by the final deadline date, Customer shall either be entitled to a price reduction of the Implementation Project equivalent to the applicable delay or be entitled to terminate the Agreement with immediate effect and to be refunded any pre-paid fees for the Implementation Project.
7.3 Exceptions. Supplier shall however not be deemed to be in delay, and Section 7.2 above shall not apply, if the delay is caused by circumstances attributable to Customer, including but not limited to, delays regarding Customer’s third-party vendors, Customer’s personnel, necessary access or approvals etc.
Essential Support, as described in this Section 8, is provided to Customer free of charge with a maximum of three (3) hours per month. Any additional support requested by Customer will be invoiced per hour according to Supplier’s hourly rates, or subject to a premium support agreement. Essential Support includes assistance and help with the Product, troubleshooting as well as access to our Help Center. Contact details for Essential Support are available in the Help Center. No operational tasks or activities in the Product are included such as administration of campaigns, automations and daily routine setups, trainings, custom development, or template design. For such work, Section 7 (Professional Services) of the General Terms applies.
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