Customer Agreement

Last updated July 22, 2020

The terms and conditions below (“Customer Agreement”) supplement and amend the Terms of Service (“ToS”), available at https://wesolve.app/terms-of-service. If there is any conflict between the Customer Agreement and the ToS, the applicable terms in the Customer Agreement will prevail. Capitalized expressions not defined in the Customer Agreement have the meaning set out in the ToS.

 

Customer Responsibilities

A Customer (Business Customer or Personal Customer) is solely responsible for what happens with his Space he or she owns on the Service. As a Customer (having control of the Owner Account) it might, for example, be possible to enable, disable or otherwise change settings, options, access and editing right, roles of Members and properties of the Space, invite people, share access, add third-party integrations and much more. The Customer of a Space is responsible for actions concerning the Space, including causing wanted or unwanted use, disclosure, loss, modification or deletion of any Content, Accounts or Spaces.

As a Customer you warrant that You are a human (not a bot) and at least 18 years old. You also warrant that You have sufficient capacity to enter into legally binding contracts and that You do not break any laws or regulations by entering into the Customer Agreement.

The Customer on a Space is considered an intermediary with the obligation to regulate actions and Content of Accounts with access to the Space. The Customer on a Space is at all times entirely liable for all acts and omissions by people actively or passively allowed to access the Space.

Customer Confidentiality

Unless explicitly authorized in writing by the other Party, neither Party shall disclose to any third Party any confidential Information of the other Party, nor use such Confidential Information in any manner other than to perform its obligations under these ToS. Confidential Information within the context of this Customer Agreement means any non-public information and/or materials that can reasonably be understood to be confidential and is provided by a Party under this Customer Agreement to the other Party. For example, a good indicator that material is considered confidential is if the word Confidential is featured prominently in the header or footer. This does not cover how we handle Content on our Service.

The foregoing restrictions do not apply to any information that is publicly disclosed through no fault of the receiving Party, is already lawfully in the receiving Party’s possession and not subject to a confidentiality obligation to the disclosing Party, becomes known to the receiving Party from a third party having an apparent bona fide right to disclose the information, or is confidential Information that the receiving Party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided the receiving Party supplies the disclosing Party with timely notice of such court order or subpoena.

We are proud of all our Customers. We reserve the right to showcase the name and logo of any Customer in lists, online or any promotional material as well as verbally refer to them as Customer. If You would like Us to cease using Your logo and name please contact Us at legal@18.158.108.108. WeSolve reserves the right to contact You to ask You for quotes and/or to participate in the writing of a Customer Case outlining the results of using the Service to be published and disseminated.

Subscriptions

Some of our Services are billed on a subscription basis (fittingly called “Subscription” and “Subscriptions”).

You agree to pay for Subscriptions that You purchase or use, according to the pricing and payment terms presented to You on an order form, on our Service, or in, in special circumstances, on a Subscription offer sent by one of Our employees (an “Offer”).

Billing Cycle and Billing Periods

You can choose to pay for a Subscription either on a monthly basis (“Monthly Billing”) or on a yearly basis (“Yearly Billing”). This “Billing Cycle” governs the length of the “Billing Period”, the time for which a Subscription is paid.

A Billing Period is entered when a Subscription begins or is modified or when You change Your Billing Cycle. The day a Billing Period commences is called the “Start Date” of a Billing Period. The “End Date” of a Billing Period depends on the Billing Cycle.

With Monthly Billing, the End Date of a Billing Period is on, or close to the same date the next month. For example, if You are paying with Monthly Billing and You start a Subscription on the 15th of October, You will have the 15th of November as the End Date for the Billing Period.

With Yearly Billing, the End Date of a Billing Period is on, or close to the same date the next year. For example, if You are paying with Yearly Billing, starting a Subscription on the 15th of October will have the 15th of October in the next Year as the End Date for the Billing Period.

In the case that the Start Date is close to the end of the Month, You can experience that the End Date over time will shift back some days to stay within the Month. For example, a Customer with Monthly Billing  entering a Billing Period with a Start Date on October 31 will have a corresponding End Date on November 30. The End Date will not automatically shift forward again in longer months.

Automatic Renewal and Recurring Billing

You hereby agree to automatic renewal of Subscriptions. This means that any Subscription You purchase will renew at the end of its Billing Period, unless You cancel it before. That is why they are called Subscriptions.

By registering a credit card with WeSolve, You hereby agree to recurring billing. You authorized Us (or a designated third-party provider) to bill and automatically charge Your Credit Card on the (or close to the) same date every Billing Period, starting from the time a Subscription is bought or updated or You change Your Billing Cycle. What You are paying for depends on Your choice of Subscription and can be seen at checkout, on Our pricing page at https://wesolve.app/pricing or specified in an Offer.

Please be aware that the price of a Subscription might depend on certain usage parameters, for example the number of ideas collected on a Space. You hereby accept that any changes affecting a Subscription during a Billing Period (e.g upgrades, downgrades, additional or canceled subscriptions, additional usage, fees) are automatically reflected in the next bill sent to You.

Payment Terms, Taxes and Functionality

Payments for Subscriptions must always be made in advance and payment is due immediately when Subscribing and will be considered unpaid if it remains unpaid (7) days past the invoice date. In special circumstances, other methods of payments (e.g. a bank transfer) might be requested by WeSolve. Costs of Subscriptions may include fees for payment card processing of up to 4% of a Subscription price. What the Customer is paying for depends on his or her choice of Subscription and can be seen at the checkout date.

WeSolve Subscriptions are pre-paid and non-refundable. WeSolve does in general not provide refunds or exchange for any partial time of use of its Service, any remaining Credits, data or Content except when required by law or explicitly stated in an Offer. In the event that the credit card registered with WeSolve is invalid for payment for any reason, or an invoice has otherwise been left unpaid then the Customer will remain responsible for any uncollected amounts. In case of non-payment, we reserve the right to apply a monthly late fee of up to 2% of the outstanding amount.

All prices might be stated exclusive of taxes (VAT or otherwise), which may or may not be added to the price, depending on applicable law and Your legal residence. If You are registered with official residence outside of the EU, You will not be charged VAT for our Service. If You are registered with official residence in the EU, but have not registered a valid European VAT ID, You will be charged the applicable VAT rate of the EU country You are registered in. If You register payment information for a valid non-Danish EU company with a valid EU VAT ID, You will not be charged VAT from Us, but reverse charge rules apply. If You register billing information representing a valid Danish company with a valid Danish VAT, You will be charged Danish VAT on the Subscription. You are responsible for paying any applicable taxes or fees.

From time to time we might give insight into when and which new features on Our Service are expected to be available. Buying decisions should not depend on this information, as we cannot guarantee them. We reserve the right to adjust the prices, fees, functionality, and usage limits or other limitations for the Service and Subscriptions from time to time. Adjusted prices for active Subscriptions shall take effect earliest upon Your subsequent Billing Period of the Service following the date of the price change.

Proration

You might change Your Subscription or the way You Pay, entering a new Billing Period while already in a Billing Period. If You change or add a Subscription or change your Billing Cycle in a way that results in Us billing You more, You automatically enter a new Billing Period and a calculation process called “Proration” takes place.

Proration occurs for example if an existing Subscription is upgraded to a more expensive one, if You add an additional Subscription to Your Subscriptions, if a Subscription exceeds the usage limit, or if You change Your Billing Cycle from Monthly Billing to Yearly Billing. To be clear, Proration can never lead to Us paying out any amounts to You.

Proration means that We will calculate how much of the current Billing Period You have already used on a day-by-day basis, calling the remaining unused but paid for amount the “Prorated Amount” and subtracting it from Your new Invoice as a discount. For example, You are paying for one Subscription with Monthly Billing in a Billing Period with Start Date on November 15 and End Date on December 15. If it is December 10 and You add an additional Subscription, the Prorated Amount is the amount corresponding to the remaining 5 out of 30 days of use. You will enter a new Billing Period with Start Date on December 10 and You will be issued a new invoice based on the two combined Subscriptions, minus the Prorated Amount.

Trials

WeSolve may offer limited-time access to paid Subscriptions (referred to as “Trials”). When using a Trial, You are granted access to the features of a given Subscription on a Space for a limited amount of time (the “Trial Period”), disclosed at the outset of the Trial.

If You have already registered payment information on the relevant Account or Space, the Trial will automatically turn into a paid Subscription with Monthly Billing at the end of the Trial period, if it is not canceled before.

Termination of Subscriptions

As a Customer, if You wish to cancel a Subscription, You may do so via the billing page in the settings or by contacting us directly. You may cancel a Monthly Subscription at any time and a Yearly Subscription at any time up to 30 days in advance of the end of the Billing Period. Access to the additional features or limits of the Subscription will stay accessible until the end of the Billing Period. At any point in time, only the Owner Account of a Space can set in motion the start, end or change of a Subscription his or her Space.

If You successfully cancel or otherwise terminate a Subscription in a Billing Period, You will not have to pay for the next upcoming Billing Period. For example, if You are paying with Monthly Billing from 14th to 14th of each month and terminate the Subscription on the 13th of one month You will not be billed on the 14th of that month for the next Billing Period.

In case of non-payment for any reason or any violation of this Customer Agreement, WeSolve shall be entitled – without liability – to immediately bar access to the Service and/or parts of the Service and/or bar access to paid Subscriptions, and/or to terminate a Space You are in control of. In practice, WeSolve will make reasonable efforts to inform You of unsuccessful, invalid or missing payments before taking such steps.

Termination

Should an Account or Space be terminated, You agree and acknowledge that WeSolve has no obligation to retain Content and that such Data may be irretrievably deleted if the deleted account was removed longer than 30 days prior to the request for renewed access.

You agree and acknowledge that WeSolve has no obligation to retain the Content on a Space, and may delete such Content without prior notice, if the Customer has materially breached this Customer Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within twenty (20) days of notice of such breach; or upon termination of this Customer Agreement for any reason.

Misrepresentation

As a Customer, it is Your responsibility to keep the contact and payment information for the Space current. If We have reasonable grounds to suspect that information You provided for an Account or a Space is untrue, incomplete, not up to date or otherwise misrepresenting or deceiving, We reserve the right to suspend or permanently terminate Your Account, Your use of the Service or parts of the Service and/or access to any Space You are a Customer for.