General Terms and Conditions
Background
Fluentos ApS (“Fluentos”) has developed an online software-as-a-service solution (the “Software”) and embedded code (the “Fluentos Code”) for deployment on customers’ websites for the facilitation of customer engagement services.
These General Terms and Conditions form the agreement between the you (the customer) and Fluentos (the “Agreement”). By accepting the terms below, you agree to be bound by all terms without modification or conditions.
These General Terms and Conditions apply to all the Services provided to you, as customer, by Fluentos, unless specifically agreed otherwise in writing.
Fluentos reserves the right to update and make changes to these General Terms and Conditions. Notification of upcoming changes will be published on the Fluentos website with four weeks’ notice and your continued use of the Services following the changes in these General Terms and Conditions constitutes acceptance of those changes. The latest version of the General Terms and Conditions will always be available on the Fluentos website.
Company Details
Fluentos has the following address and company details:
Galaksen 73, 7100, Vejle, Denmark
Company registration number (CVR nr.): 43625683
Email address: legal@fluentos.com
Telephone number: +45 60 90 54 20
Services
“Services” means the Software, the Fluentos Code and the Fluentos website(s). Fluentos provides the Services to you under this Agreement via https://app.fluentos.com or any other website notified to you by Fluentos, and as more particularly described in the user information contained on the Fluentos website(s) which sets out a description of the Services and the user instructions (“User Instructions”) for the Services.
When placing an order, you must provide complete and correct information, including where relevant full name, company name, company registration number, address, zip code, telephone number and e-mail address.
You must check your order confirmation upon receipt and immediately inform Fluentos by email of any errors.
You are responsible for ensuring that you and any other users authorised by you to use the Servicessafeguard the confidentiality of passwords and usernames and you are solely responsible for any use and all activities that occur under your account.
You must immediately notify Fluentos of any unauthorized use of your account or any other breach of security.
The provision of the Services is subject to Fluentos’ privacy policy as published on the Fluentos website(s) and as applicable from time to time.
Session plans, prices and payment
Fluentos offers a 14-day free trial and several different session plans.
When you register for a free trial, the Fluentos Code is immediately available for implementation on your website. At any time during the 14-day free trial you can choose to cancel the provision of Services by clicking cancel in the customer portal. You will then receive an email confirming the cancelation. If you would like to continue using the Services at the end of your free trial, you can choose a subscription from the various session plans available in the customer portal on the Fluentos website(s). Session plans are available either as monthly or annual subscriptions. When you subscribe for a session plan you will be asked to provide payment details and approve payment, however payment will not be taken until the expiry of the 14-day trial period and the commencement of your chosen session plan. Once your chosen session plan has started payment is non-refundable.
Your chosen session plan will automatically renew at the end of each subscription period. If there are sessions which remain unused at the end of the subscription period, the unused sessions will not carry over to the next subscription period. You are not entitled to a refund for any unused sessions at the end of a subscription period.
You can cancel your subscription at any time. If you cancel your subscription, this Agreement and the session plan will continue until the end of the current subscription period but will not be automatically renewed.
Fluentos will send notification to the email address provided by you when you have used 80% of the sessions included in your chosen plan. Your chosen plan will automatically be upgraded to the next level of session plan if you use all the sessions included in your plan before the expiry of the agreed subscription period.
Prices for session plans are as stated from time to time on the Fluentos website. Any changes in prices made from time to time will be effective from the next renewal period.
Prices are shown exclusive of VAT because the rate of VAT varies from country to country, and it is not possible to show the price inclusive of VAT until your geographical location is known. Once you initiate the purchase process Fluentos will be able to calculate the applicable amount of VAT, and this will be shown before you make payment.
Service level standards and liability
Fluentos provides the Services on an “as is” basis and makes no express warranty and excludes to the fullest extent permitted by law implied conditions and warranties as to the Services’ quality, fitness for purpose or otherwise. This means that Fluentos does not guarantee that the Services are error-free and free of vulnerabilities, or that access to the Services will be continuous or uninterrupted.
You acknowledge that your customers’ use of the Services on your website is solely at your own risk. Fluentos makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to your customers’ use of the Services on your website.
Fluentos undertakes to take commercially reasonable technical and organizational measures designed to secure your data and prevent unauthorized access, use, alteration, disclosure of any Service or your or your customers’ data. However, you acknowledge that there may be circumstances outside of Fluentos’ control which may lead to the damage, corruption, alteration, disclosure or deletion of your or your customers’ data. You are therefore responsible for taking all reasonable measures to safeguard your and your users’ hardware from virus and to safeguard passwords and usernames. Fluentos shall not be liable for any breach of security of your your users’ passwords or usernames, server breaches, intercepted data or other analogous event.
Fluentos shall not be liable for delays, interruptions, service failures or other problems inherent in use of the internet.
Fluentos shall not be liable to you, your users or any third-party for any loss of data, loss of profits, loss of business, loss of anticipated savings (whether direct or indirect), or any indirect or consequential loss or damage suffered by you, your users or a third-party in connection with this Agreement.
The total liability of Fluentos in contract or for negligence, misrepresentation or otherwise arising in connection with this Agreement shall be limited to an amount equal to the sum of the fee(s) paid by you to Fluentos in the 12 months prior to the date you first make a claim against Fluentos
You shall indemnify Fluentos and its directors and employeesfrom and against any third-party claims, actions or legal proceedings arising from or in any way related to this Agreement or you or your users’ or your customers’ use of the Services, including any liability or expense arising from claims, losses, damages (direct or indirect), judgments, and litigation costs.
Deployment of fluentos code
Subject to these General Terms and Conditions, Fluentos grants you and your users a limited, non-transferable, nonsublicensable, non-exclusive license during the free trial and any applicable subscription period to copy the Fluentos Code in the form provided by Fluentos on your website(s) for the sole purpose of enabling your use of the Services and otherwise in accordance with the User Instructions and this Agreement.
You must implement the Fluentos Code on your website(s) in order to enable features of the Services. You must implement the Fluentos Code in strict accordance with the User Instructions.
You acknowledge that any changes made to your website(s) after the implementation of the Fluentos Code may cause the Services to cease working or functioning properly and that Fluentos will have no responsibility for any adverse impact of such changes made by you.
Acceptable use
You agree that you and your users will not (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means, or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software.
You also agree that you and your users will not (i) access all or any part of the Services in order to build a product or service which competes with the Services, (ii) introduce or permit the introduction of any computer virus or vulnerability into Fluentos' network and information systems, (iii) probe, scan or test any system or network used with the Services, (iv) tamper with or hack the Services, circumvent any security or authentication measures of the Services or attempt to gain unauthorised access to the Services or related systems, network or data, (v) modify or disable the Services or use the Services in any manner that interferes with or disrupts
Fluentos reserves the right to suspend or terminate your and/or your users’ access to the Services at any time, without notice and without liability in the event that Fluentos in its sole discretion determines that you and/or your users are in breach of this acceptable use clause or otherwise threaten the security and integrity of the Services. However, to the extent Fluentos determines it is reasonable in the circumstances, Fluentos shall give advance notice of 1 week of any such suspension or termination of access to the Services.
Intellectual property rights
You acknowledge that all intellectual property rights (including but not limited to rights in the Software, trademarks, logos, company names, brands, copyright, and know-how) associated with the Services belong to Fluentos or Fluento’s licensor.
Nothing in these General Terms and Conditions shall transfer any such intellectual property rights to you.
Fluentos is not aware that the Services infringe any third party’s intellectual property rights. If an infringement claim is alleged or threatened by any third party, you must inform Fluentos immediately in writing. You must make no admission as to liability or take any action in such a claim without Fluento’s prior written consent. You must allow Fluentos to conduct and/or settle all negotiations and litigation arising from any claim or action relating to the alleged infringement and you must give Fluentos such reasonable assistance as may be requested.
If an infringement claim is alleged or threatened against either Fluentos or you, or if Fluentos has reason to believe that the Services may infringe any third party’s intellectual property rights, Fluentos may at its sole discretion, (i) procure such license, authorization or consent as is necessary to enable your continued use of the Services (ii) modify or replace the Services as necessary to avoid infringement without any material adverse effect on the functionality of the Services, or (iii) terminate this Agreement and refund the value of any unused sessions that remain in your chosen session plan
Fluentos' advertising
You agree that Fluentos may use your name as a reference. For that purpose, you hereby give permission for Fluentos to use your name and, where applicable, logo on the Fluentos website(s) and on other advertising material.
Force majeure
Fluentos shall not be responsible for unavailability or failure of the Services caused by factors outside Fluento’s reasonable control, for example but not limited to natural disaster, war, acts of terrorism, strike or lockout, sabotage or a network or equipment failure external to Fluento’s systems, including a failure of your network or equipment.
No partnership or agency
Nothing in this Agreement shall be deemed to constitute a partnership in law between you and Fluentos, or constitute either party the agent of the other for any purpose, or entitle either party to commit or bind the other in any way, or have effect as constituting any relationship of employer and employee.
Effect of invalid or unenforceable provisions
If any provision of these General Terms and Conditions and/or the Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the General Terms and Conditions and the Agreement shall continue to be valid as to the other provisions and the remainder of the affected provision, unless it can be concluded from the circumstances that in the absence of the provision found to be null and void, the Agreement would not have been entered into. You agree that, in such circumstances, all reasonable efforts shall be used to replace the provisions found to be null and void by provisions that are valid under the applicable law and come closest to their original intention.
Assignment
You may not assign or otherwise transfer any of your rights under the Agreement without Fluento’s prior written consent and any such attempt shall be invalid.
Notwithstanding the foregoing, either party may assign this Agreement, without the other party’s prior consent, to its parent company, or to any purchaser of all or substantially all of such party’s assets, or to any successor by way of merger, consolidation or similar transaction.
Fluentos shall be entitled to assign and/or transfer any of its rights or obligations under the Agreement to a third party. Fluentos shall notify you of such transfer.
Applicable law and jurisdiction
These General Terms and Conditions, and any dispute or claim arising out of or in connection with them, or the subject matter or formation of an agreement between you and Fluentos (including non-contractual disputes or claims) shall be governed by and construed in accordance with Danish law.
If a dispute arises between you and Fluentos both parties shall seek to resolve the dispute amicably. In the event that the dispute cannot be resolved amicably, the Danish courts shall have exclusive jurisdiction to settle the dispute.
If you use Fluentos’ services for a reason unconnected with your work or business and you have a complaint you can contact us at legal@fluentos.com and/or make a complaint to the platform for consumer complaints.
Withdrawal form for cancellation by consumers
At any time during the 14-day free trial you can choose to cancel the provision of Services by clicking cancel in the customer portal. You will then receive an email confirming the cancellation. Consumers can also cancel by using the form available for download below and sending it to Fluentos.
Withdrawal form
Addressed to:
Fluentos ApS
Galaksen 73
7100 Vejle
Denmark
or legal@fluentos.com
Download Danish or English version.
Last modified
This was modified on 09-04-2024