Terms of Service

1. Introduction & Acceptance

These Terms of Service ("Terms") govern your access to and use of the Availys platform operated by Woozle B.V., a private limited company registered in the Netherlands ("Woozle", "we", "us", "our").

By registering for an account, accessing the platform at www.availys.nl, or otherwise using our services, you agree to be bound by these Terms. If you do not agree, you must not use the platform.

If you are using Availys on behalf of an organisation, you represent that you have the authority to bind that organisation to these Terms, and 'you' refers to both you individually and the organisation.

2. Definitions

• "Platform" means the Availys web application and all associated services operated by Woozle.
• "Customer" means the organisation or individual that has entered into a subscription agreement with Woozle.
• "User" means any individual granted access to the platform by a Customer.
• "Subscription" means the paid or trial access plan agreed between Woozle and the Customer.
• "Content" means any data, information, or material submitted to the platform by a Customer or User.
• "Administrator" means a User with elevated permissions to manage the Customer's workspace.

3. Account Registration

To use the platform you must register for an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Keep your login credentials confidential and not share them with third parties
• Notify us immediately of any unauthorised use of your account

You are responsible for all activities that occur under your account. We are not liable for any loss resulting from unauthorised use of your account credentials.

4. Subscriptions & Payment

4.1 Subscription Plans

Access to Availys is provided on a subscription basis. Plan details, features, and pricing are described on our website and may be updated from time to time. We will provide reasonable notice of any changes to pricing before they take effect.

4.2 Payment

Payments are processed securely via Mollie B.V. By providing payment details, you authorise Woozle to charge the applicable subscription fees to your chosen payment method. Subscriptions renew automatically at the end of each billing period unless cancelled in advance.

4.3 Taxes

All fees are exclusive of applicable taxes (including VAT). Where required by law, VAT or other applicable taxes will be added to your invoice at the applicable rate.

4.4 Late Payment

If payment fails, we reserve the right to suspend access to the platform until payment is received. Persistent non-payment may result in termination of your subscription.

4.5 Refunds

Subscription fees are non-refundable except where required by applicable law or as expressly stated in a separate written agreement. If you cancel mid-period, you retain access until the end of the current billing period.

5. Free Trial

We may offer a free trial period for new Customers. At the end of the trial period, your account will be automatically converted to a paid subscription unless you cancel before the trial ends. We will notify you before the trial period expires.

6. Acceptable Use

You agree to use the platform only for lawful purposes and in accordance with these Terms. You must not:

• Use the platform in any way that violates applicable laws or regulations
• Upload, transmit, or store unlawful, harmful, or offensive content
• Attempt to gain unauthorised access to any part of the platform or its underlying infrastructure
• Reverse engineer, decompile, or disassemble any part of the platform
• Use the platform to build a competing product or service
• Scrape, harvest, or extract data from the platform by automated means without our express written consent
• Introduce viruses, malware, or other malicious code
• Impersonate any person or entity or misrepresent your affiliation with any person or entity
• Use the platform to send unsolicited communications (spam)

7. Customer Data & Content

7.1 Ownership

You retain all ownership rights to the Content you submit to the platform. By submitting Content, you grant Woozle a limited, non-exclusive, royalty-free licence to store, process, and display your Content solely for the purpose of providing the platform services to you.

7.2 Responsibility

You are solely responsible for the accuracy, quality, and legality of your Content and for obtaining any necessary consents from individuals whose data you enter into the platform (for example, employee planning data).

7.3 Data Processing

Where Woozle processes personal data on your behalf as a data processor, the terms of our Data Processing Agreement (DPA) apply. The DPA is incorporated into these Terms by reference and is available on request.

8. Intellectual Property

All intellectual property rights in the Availys platform, including its software, design, features, trademarks, and documentation, are owned by or licensed to Woozle B.V.. Nothing in these Terms transfers any such rights to you.

You may not copy, modify, distribute, or create derivative works from any part of the platform without our prior written consent.

9. Availability & Service Levels

We aim to provide a reliable and high-availability service but do not guarantee uninterrupted access. Planned maintenance will be communicated in advance where possible. We are not liable for any downtime caused by factors outside our reasonable control, including third-party infrastructure providers.

We reserve the right to modify, suspend, or discontinue any feature of the platform at any time, with reasonable notice where practicable.

10. Confidentiality

Each party agrees to keep confidential any non-public information received from the other party in connection with these Terms, and not to disclose such information to third parties without prior written consent, except as required by law.

11. Disclaimer of Warranties

The platform is provided "as is" and "as available". To the fullest extent permitted by applicable law, Woozle B.V. disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the platform will be error-free, that defects will be corrected, or that the platform or the servers that make it available are free of viruses or other harmful components.

12. Limitation of Liability

To the fullest extent permitted by applicable law, Woozle B.V.'s total liability to you for any claims arising out of or in connection with these Terms or your use of the platform shall not exceed the total fees paid by you in the 12 months preceding the claim.

In no event shall Woozle be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, or loss of goodwill, even if we have been advised of the possibility of such damages.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited by applicable law.

13. Indemnification

You agree to indemnify and hold harmless Woozle and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the platform; (b) your violation of these Terms; or (c) your infringement of any third-party rights.

14. Term & Termination

14.1 Term

these Terms remain in effect for as long as you have an active subscription or account with Availys.

14.2 Termination by You

You may cancel your subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of the current billing period.

14.3 Termination by Us

We may suspend or terminate your access to the platform immediately if: (a) you materially breach these Terms; (b) you fail to pay applicable fees; (c) we are required to do so by law; or (d) we cease to operate the platform.

14.4 Effect of Termination

Upon termination, your right to access the platform ceases. We will retain your Content for 30 days following termination, during which you may request an export. After this period, your Content will be permanently deleted, except where we are required by law to retain it.

15. Changes to These Terms

We may update these Terms from time to time. We will provide at least 30 days' notice of material changes via email or a notice on the platform. Your continued use of the platform after the effective date of any changes constitutes acceptance of the updated Terms. If you do not agree to the changes, you must stop using the platform and cancel your subscription before the effective date.

16. Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Netherlands, without regard to conflict of law provisions.

Any dispute arising out of or in connection with these Terms shall first be subject to good-faith negotiation between the parties. If the dispute cannot be resolved within 30 days of written notice, it shall be submitted to the exclusive jurisdiction of the competent courts in Amsterdam, the Netherlands.

If you are a consumer based in the EU, you may also have the right to use the European Commission's Online Dispute Resolution platform at ec.europa.eu/consumers/odr.

17. General

• Entire agreement: These Terms (together with our Privacy Policy and any applicable DPA) constitute the entire agreement between you and Woozle regarding the platform and supersede all prior agreements.
• Severability: If any provision of these Terms is found to be unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
• Waiver: Our failure to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision.
• Assignment: You may not assign or transfer your rights under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
• Force majeure: We are not liable for any failure or delay in performance resulting from causes beyond our reasonable control.