Terms and conditions

1. General

1.1 These terms and conditions apply to all offers, agreements, and service deliveries by Xendy BV, based in the Netherlands, Chamber of Commerce number 72086416, VAT number NL858980058B01. Contact can be made via support@xendy.me.
1.2 By subscribing to Xendy BV, the customer agrees to these terms. Deviations are only valid if confirmed in writing by Xendy BV.
1.3 Prior to the conclusion of the agreement, the customer will receive an overview of the selected subscription terms, price, and billing period.

2. Definitions

2.1 “Xendy” or “We” refers to Xendy BV.
2.2 “User” or “Customer” means any individual or legal entity that subscribes to and uses our services.
2.3 “Services” refers to the Xendy software platform, including all features, updates, and support services.
2.4 “Account” is the customer-created account for access to the platform.

3. Service description

3.1 Xendy provides an online software platform that allows businesses to send marketing emails to their customers. The platform includes various features to manage campaigns, generate reports, and securely store user data.
3.2 Xendy reserves the right to modify, add, or remove features. These changes will be communicated in a timely manner where possible.

4. License and usage rights

4.1 Xendy grants the customer a non-exclusive, non-transferable license to use the platform during the subscription period.
4.2 Customers are not allowed to copy, distribute, sell, or otherwise use the software in violation of the license terms. Misuse will lead to immediate termination of the agreement.
4.3 Users may not use the services for illegal activities or to send spam or unsolicited emails. Violations may result in suspension or termination of services.

5. Subscription terms

5.1 The duration of the subscription (the “Subscription Period”) is equal to the billing period (the “Billing Period”). Xendy offers customers a choice between a monthly subscription (cancellable monthly) and an annual subscription with yearly billing.
5.2 Cancellation of a monthly subscription must be communicated at least one month before the end of the current Billing Period. For annual subscriptions, cancellation must be made at least one month before the end of the annual Subscription Period. If not done on time, the subscription will automatically renew for a new Billing Period. No refunds will be provided for renewed subscription periods that have already begun.
5.3 Downgrading (switching to a lower subscription tier) during the Subscription Period is not allowed. Customers can upgrade to a higher plan, with the price difference billed pro rata from the change date until the end of the current Billing Period.
5.4 Any changes to the subscription structure or pricing will be communicated to the customer at least 30 days before the effective date. These changes apply to the next renewal of the Subscription Period. Substantial changes will not be implemented for ongoing subscriptions without the customer’s consent.

6. Payments, pricing, and billing

6.1 Subscription payments must be made using the available payment methods listed on the website.
6.2 Xendy reserves the right to adjust the prices of its subscription services. Price changes will be announced to the customer at least 30 days in advance and take effect on the next renewal date.
6.3 If a customer defaults on payment, Xendy reserves the right to temporarily block access to the services or terminate the agreement. If the customer remains in default, Xendy may charge collection costs and interest in accordance with Article 6:96 of the Dutch Civil Code.
6.4 Incorrect payments by Xendy will be corrected as soon as possible. Customers must report incorrect payments to Xendy within a reasonable period after discovery.

7. Cancellation and termination

7.1 The customer can cancel the subscription at any time via the account settings or by contacting Xendy. Cancellation takes effect at the end of the subscription period. Already paid subscription fees are non-refundable in case of early cancellation.
7.2 If Xendy terminates the agreement due to a violation of the terms, the customer is not entitled to a refund for unused subscription periods.
7.3 After termination, access to the account is removed, and Xendy cannot guarantee access to or recovery of data stored in the account.

8. Privacy and data protection

8.1 Xendy values the privacy of its customers and their end users. Personal data processing is governed by the Xendy Privacy Policy, which complies with the General Data Protection Regulation (GDPR) and other applicable laws.
8.2 Xendy will not share data with third parties without the customer’s explicit consent, unless legally required or necessary for service delivery.

9. Intellectual property rights

9.1 All intellectual property rights to the platform, including software, designs, logos, and trademarks, remain the property of Xendy.
9.2 The customer does not obtain ownership rights to the platform or software and may only use them as specified in the license terms.

10. Liability for data breaches and compensation

10.1 Responsibilities and Compensation for Data Breaches
In the event of a data breach resulting in loss, unauthorized access, or disclosure of personal data, Xendy will immediately take steps to contain the incident and prevent further damage. This includes informing the Customer within 24 hours of discovering the breach, conducting a detailed investigation, and implementing corrective actions.

10.2 Liability Structure Based on Customer Size
To meet the needs of different customers, Xendy offers flexible compensation arrangements based on the volume and type of data processed:

• Standard arrangement: For customers processing fewer than 50,000 records, a maximum liability of €10,000 per incident applies. This also applies to customers with a basic subscription.
• Extended arrangement for larger customers: For customers processing more than 50,000 records or with advanced subscriptions, a customized liability arrangement applies. This offers compensation of up to €25,000 per incident or an amount equal to the subscription fees paid to Xendy in the three months prior to the incident—whichever is higher. Customers wishing to qualify must agree to this in writing with Xendy.

10.3 Additional Liability for Gross Negligence
If a data breach is the result of gross negligence or intentional misconduct by Xendy, the maximum liability per incident increases to compensation equal to three times the value of services delivered to the Customer in the three months prior to the incident. Gross negligence includes failure to implement basic security measures, such as encryption or password protection, as required by this agreement.

10.4 Limitation of Liability for Indirect Damages
Xendy is not liable for indirect damages, including but not limited to loss of profit, loss of goodwill, missed savings, or data loss caused by circumstances beyond Xendy’s direct control. Customers are strongly advised to make regular backups and take protective measures to prevent data loss.

10.5 Procedure for Claims and Support in Case of Breaches
In the event of a damage claim due to a data breach, the Customer must provide all relevant documentation regarding the loss or damage to Xendy within 30 days of the incident. Upon request, Xendy will support the Customer with legal notification obligations to authorities and individuals, as required by the GDPR. Costs arising from such support may be charged to the Customer unless gross negligence or intent by Xendy caused the breach.

10.6 Customer Indemnification for Own GDPR Non-Compliance
Xendy is not liable for damages or fines resulting from the Customer’s own failure to comply with the GDPR, such as obtaining user consent or maintaining up-to-date records. The Customer indemnifies Xendy against all third-party claims resulting from the Customer’s non-compliance with GDPR.

11. Support and maintenance

11.1 Xendy provides technical support to customers according to the terms of the selected subscription, including applicable response times.
11.2 Regular maintenance may lead to temporary interruptions. Xendy will communicate this in advance whenever possible.
11.3 In the event of unforeseen technical issues, Xendy will make every effort to restore services as quickly as possible.

12. International users

12.1 For customers outside the Netherlands, they are responsible for complying with applicable local laws regarding data processing and marketing activities.
12.2 All disputes arising from the terms of use are governed by Dutch law and will be submitted exclusively to the competent court in the Netherlands.

13. Changes to the terms and conditions

13.1 Xendy reserves the right to amend these terms and conditions. Changes will be communicated to the customer at least 30 days in advance.
13.2 In the case of substantial changes, the customer has the right to cancel the subscription free of charge within the notice period if they do not agree with the new terms.

14. Final provisions

14.1 If any provision of these terms and conditions proves invalid or unenforceable, this does not affect the validity of the remaining provisions.
14.2 These terms and conditions are governed exclusively by Dutch law.