TrueClicks Terms of Service
Last updated: March 20, 2018
The service “TrueClicks” is offered over the internet in the form of Software-as-a-Service by the company TrueClicks B.V..
The use of TrueClicks is subject to the below terms and conditions. Using TrueClicks constitutes acceptance of these terms and conditions.
Deviations from these terms and conditions are possible only by means of written confirmation by TrueClicks B.V..
Article 1. Use of the service
1.1. With TrueClicks, you’ll receive automated analysis, alerts and recommendations for your paid search campaigns.
1.2. To use TrueClicks, you first need to register. After completing registration, you can directly log into your account and use the service.
1.3. You must secure access to your account by using your email address and a secure password. You are responsible for maintaining the confidentiality of your usernames, passwords and accounts. Usernames and passwords may not be shared by more than one individual, and may not be transferred from one individual to another.
TrueClicks B.V. may assume that all actions undertaken from your account after logging in with your username and password is authorized and supervised by you. This means you are liable for these actions, unless and until you have notified TrueClicks B.V. that someone else knows your password.
2.1. It is not permitted to use TrueClicks for any purpose that violates Dutch or other applicable law or regulation. This includes (among others) the storage or transmission of data using the service that is slanderous, libelous or racist.
2.2. Should TrueClicks B.V. discover that you violate any of the above, or receive a complaint alleging the same, TrueClicks B.V. will issue a warning. If the warning does not lead to an acceptable resolution, then TrueClicks B.V. may intervene to end the violation. In urgent or serious cases TrueClicks B.V. may intervene without warning.
2.3. If in the opinion of TrueClicks B.V. the continued functioning of the computer systems or network of TrueClicks B.V. or third parties is actually or under threat of being damaged or jeopardized, for example through excessive transmission of e-mail or other data, leaks of personal data or virus activity, TrueClicks B.V. may take all steps it deems reasonably necessary to end or avert such damage or jeopardy.
2.4. TrueClicks B.V. is at all times entitled to file a criminal complaint about any offenses committed through or using the service.
Article 3. Availability and maintenance
3.1. TrueClicks B.V. uses its best efforts to have the service available at all times but makes no guarantees about uninterrupted availability.
3.2. TrueClicks B.V. actively maintains TrueClicks. Maintenance can take place at any time, even if this may negatively impact the availability of the service. Maintenance is announced in advance whenever possible.
3.3. TrueClicks B.V. may from time to time adapt TrueClicks. Your feedback and suggestions are welcome but ultimately TrueClicks B.V. decides which adaptations to carry out (or not).
Article 4. Intellectual property
4.1. The service TrueClicks, the accompanying software as well as all information and images on the website is the intellectual property of TrueClicks B.V.. None of these items may be copied or used without prior written permission of TrueClicks B.V., except and to the extent permitted by mandatory law.
4.2. Information you store or process using the service is and remains your property (or the property of your suppliers or licensors). TrueClicks B.V. receives a limited license to use this information for the service, including for future aspects thereof. You can cancel this license by removing the information in question and/or terminating the agreement.
4.3. If you send information to TrueClicks B.V., for example a bug report or suggestion for improvement, you grant TrueClicks B.V. a perpetual and unlimited license to use this information for the service. This does not apply to information you expressly mark as confidential.
4.4. TrueClicks B.V. shall refrain from accessing data you store or transfer using TrueClicks, unless this is necessary for a good provision of the service or TrueClicks B.V. is forced to do so by law or order of competent authority. In these cases, TrueClicks B.V. shall use its best efforts to limit access to the information as much as possible.
Article 5. Compensation for the service
5.1. The use of certain functions of TrueClicks is subject to fees. The functions in question will inform you of the fees.
You will be billed in advance on a recurring and periodic basis (“billing cycle”). Billing cycles can be set on a monthly, semi-annual (every six months) or annual (every 12 months) basis, depending on the type of subscription plan you select when purchasing a subscription.
5.2 You shall pay all fees or charges to your account in accordance with the subscription and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current price of the chosen subscription at the fee currently in effect. All payments must be made in advance and amounts owed are payable via automated recurring credit card payment or electronic invoices. You hereby represent that you are authorized to provide any credit card you use to sign up for the service.
5.3. Payment is possible by credit card or by electronic invoice.
5.4. Your subscription fee depends on the total spend during the last 30 days of all accounts that are linked to TrueClicks. These fees and corresponding maximum spend levels can be found on our pricing page.
5.5. If you link or unlink accounts from TrueClicks, this could change your subscription fee, in which case we will give you a 7-day notice before automatically upgrading or downgrading your plan. Within these 7 days, you can make the necessary changes to stay within your current plan, if you do not wish an upgrade or downgrade.
5.6. Any fee increase that results from changes made during a billing cycle will be charged on a pro-rated basis for the portion of the billing cycle following such change.
5.7. Any fee reduction that results from changes made during a billing cycle will go into effect at the start of the next billing cycle. Payments made at the start of the billing cycle are non-refundable.
5.8. Because the service is started directly at your express request, a payment cannot be refunded under the Distance Selling Act.
Article 6. Limitation of liability
6.1. Except in case of intentional misconduct or gross negligence the liability of TrueClicks B.V. shall be limited to the amount paid by you in the three months prior to the moment the cause of the damage occurred.
6.2. TrueClicks B.V. in no event is liable for indirect damages, consequential damages, lost profits, missed savings or damages through business interruption.
6.3. Damages may only be claimed if reported in writing to TrueClicks B.V. at most two months after discovery.
6.4. In case of force majeure, TrueClicks B.V. is never required to compensate damages suffered by you. Force majeure includes among others disruptions or unavailability of the internet, telecommunication infrastructure, power interruptions, riots, traffic jams, strikes, company disruptions, interruptions in supply, fires and floods.
Article 7. Term and termination
7.1 Subject to earlier termination as provided below, this agreement is for the initial billing cycle (as defined in 5.1) and shall be automatically renewed for additional periods of the same duration as this billing cycle, unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
7.2 In addition to any other remedies it may have, either party may also terminate this agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment) if the other party materially breaches any of the terms or conditions of this agreement. Customer will pay in full for the services up to and including the last day on which the Services are provided. All sections of this agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
Article 8. Changes to terms
8.1. TrueClicks B.V. may change or add to these terms and conditions as well as any prices at any time.
8.2. TrueClicks B.V. shall announce through the service changes or additions at least thirty days before their taking effect.
8.3. If you do not want to accept a change or addition, you can terminate the agreement until the date the changes take effect. Use of TrueClicks after the date of effect shall constitute your acceptance of the changed or added-to terms and conditions.
Article 9. Miscellaneous provisions
9.1. Dutch law applies to this agreement.
9.2. Except to the extent determined otherwise by mandatory applicable law, all disputes arising in connection with TrueClicks shall be brought before the competent Dutch court for the principal place of business of TrueClicks B.V..
9.3. For any clause in these terms and conditions that demand that a statement must be done “in writing” to be legally valid, a statement by e-mail or communication through the TrueClicks service shall be provided with sufficient certainty the authenticity of the sender can be established and the integrity of the statement has not been compromised.
9.4. The version of any communication of information as recorded by TrueClicks B.V. shall be deemed to be authentic, unless you supply proof to the contrary.
9.5. In case any part of these terms and conditions are declared legally invalid, this shall not affect the validity of the whole of the agreement. The parties shall in such an event agree on one or more replacement provisions that approximate the original intent of the invalid provision(s) within the limits of the law.
9.6. TrueClicks B.V. is entitled to transfer its rights and obligations under this agreement to a third party as part of an acquisition of TrueClicks or the associated business activities.