Terms of Service
Last updated: November 23, 2022
Article 1. Applicability
- By signing up or otherwise using Tabular's services, including all associated features and functionalities, websites and user interfaces, as well as all content and software applications associated with our services, you are entering into a binding Agreement with Tabular Marketing B.V., established in Rotterdam (3055 EP), The Netherlands, at the address Molenlaan 106, registered at the Chamber of Commerce under number 66762162 and its affiliated businesses (hereinafter: Tabular).
- If and insofar as Tabular makes products or services of third parties available to Client or grants access to these products or services, the terms of the third parties in question apply to these products or services in the relationship between Tabular and Client and replace the provisions in these general terms that depart from those third party terms, provided that Client has been informed by Tabular about the applicability of the (licensing or sales) terms of those third parties and Client has been given a reasonable opportunity to take note of those terms. Contrary to the previous sentence, Client cannot invoke a failure on the part of Tabular to meet the aforementioned obligation if Client is a party as referred to in article 6:235 paragraph 1 or paragraph 3 of the Dutch Civil Code.
- If and insofar as the terms of third parties in the relationship between Client and Tabular referred to above prove to be inapplicable or are declared inapplicable for any reason whatsoever, these general terms apply in full.
- The applicability of any of the Client's purchase or other terms is explicitly excluded.
- Without prejudice to the provisions of article 1.3, the provisions of these Terms prevail if a conflict should arise about any of the arrangements made by parties, unless parties have explicitly departed from these Terms in writing, with reference to these Terms. In the event of a conflict between the provisions of different sections of these Terms, the provisions of a prior section apply, unless parties have explicitly agreed otherwise.
Article 2. Definitions
- Agreement: the Agreement between Tabular and Client, entered by signing up for subscription or otherwise using Tabular's Service;
- Data Processing Agreement: the Data Processing Agreement Tabular and Client agreed to, as set forth at https://tabular.email/legal/dpa;
- Error: a substantial failure of the Service to meet the functional or technical specifications of the software explicitly made known by Tabular in writing;
- Maintenance: corrective maintenance of Tabular's Service including updates and upgrades;
- Service: Tabular's Software as a Service (SaaS), by which Tabular as a supplier makes functionality available to and keeps functionality available for Client remotely, through the Internet or another data network;
- Support: Support is offered by means of a Support Helpdesk;
- Tabular: supplier of Tabular's Software through Software as a Service (SaaS).
Article 3. Offers
All off Tabular's offers and other forms of communication are without obligation, unless Tabular should indicate otherwise in writing. Client guarantees the correctness and completeness of the information provided, with the exception of obvious typing errors, by or on behalf of Client to Tabular and on which information Tabular has based its offer.
Article 4. Term, termination and cancellation
- From the date of signing up for subscription and/or creating an account, an Agreement between Tabular and Client will be entered for the term Parties agreed to, unless otherwise agreed in writing.
- Client is not entitled to terminate (for convenience) an Agreement that has been entered into for a definite period of time before the end of the term.
- After the end of the term agreed to, the Agreement shall be tacitly extended for the same period, unless Client or Tabular terminates (for convenience) the Agreement in writing and/or via the ‘team settings’ in Tabular’s Service prior to the end of the current term.
- Client is entitled to upgrade the subscription at any time per instant, while a subscription downgrade is only performed at the end of the current term.
- Either party is exclusively entitled to terminate the Agreement for breach following an imputable failure of the other party to meet it is obligations under the agreement if the other party, in all cases after a written notice of default has been served that is as detailed as possible and in which the other party is granted a reasonable period of time to remedy the breach, should still imputably fail to meet any of its essential obligations under the agreement. Client’s payment obligations and all obligations of Client or a third party contracted by Client to cooperate and/or to provide information apply in all cases as essential obligations under the Agreement.
- If, at the time of the termination for breach, Client has already received goods or services in the performance of the Agreement, this performance and the relevant payment obligations cannot be undone unless Client proves that Tabular is in default with respect to the essential part of the performance due. With due regard to the provisions of the preceding sentence, sums invoiced by Tabular prior to the termination for breach in connection with what has already been properly performed or delivered in the performance of the Agreement remain due in full and become immediately payable at the time of the termination for breach.
- Either party may terminate the Agreement in writing, in whole or in part, without notice of default being required and with immediate effect, if the other party is granted a suspension of payments, whether or not provisional, a petition for bankruptcy is filed against the other party or the company of the other party is liquidated or dissolved other than for restructuring purposes or for a merger of companies. Tabular may also terminate the Agreement, in whole or in part, without notice of default being required and with immediate effect, if a direct or indirect change occurs in the decisive control of Client’s company. Tabular is never obliged to repay any sum of money already received or pay any sum of money in compensation because of termination as referred to in this paragraph. If Client is irrevocably bankrupted, its right to use the software, websites and the like made available to Client ends, as does its right to access and/or use Tabular’s services, without Tabular being required to cancel these rights.
Article 5. Price and Payment
- All prices are exclusive of turnover tax (VAT) and other product or service-specific levies imposed by the authorities. All prices quoted by Tabular are in US Dollars (USD) and Client must pay in US Dollars (USD).
- The prices for services delivered by Tabular are determined on Tabular’s website.
- If it should be apparent from the Agreement that Client consists of several natural persons and/or legal persons, each of these persons is jointly and severally liable to Tabular for the performance of the Agreement.
- Where the activities performed by Tabular and the sums due by Client for these activities are concerned, the information in Tabular's administration provides full evidence, without prejudice to Client's right to provide evidence to the contrary.
- Tabular shall be entitled to yearly adjust applicable prices, in writing and in accordance with the CBS (Dutch Central Statistics Bureau) Consumer Price Index figure (series: all households 2015 = 100). Also, Tabular is entitled to adjust, in writing and with due observance of a term of at least three (3) months the applicable prices and rates. If Client does not agree to the adjustment in this latter case Tabular shall be entitled to terminate the Agreement in writing within thirty days following notice of the adjustment, which termination shall take effect on the date on which the new prices and/or rates would take effect.
- Tabular shall issue invoices to Client in advance for the relevant period. Client is neither entitled to suspend any payments nor to set off any of the sums due.
- If Client should fail to pay the sums due or does not pay these on time, the statutory interest for commercial agreements is payable by Client on any outstanding sum, without a reminder or notice of default being required. If Client should fail to pay the sum due even after a reminder or notice of default, Tabular can pass on the claim for collection and Client is obliged to pay, within reason and in addition to the total sum due at that time, all judicial and extrajudicial costs, including all costs charged by external experts – all of which is without prejudice to any of Tabular’s statutory and contractual rights.
Article 6. Performing of Services
- Tabular performs its Services with care to the best of its ability. All services provided by Tabular are performed on the basis of a best-efforts obligation.
- Tabular is not liable for any damage suffered or costs incurred as a result of the use or misuse that is made of access or identification codes or certificates or any other security means unless the misuse is the direct result of any intent or deliberate recklessness on the part of Tabular’s management.
- Tabular is not obliged to follow Client’s instructions when performing the services, more particularly not if these instructions change or add to the content or scope of the services agreed on.
Article 7. Provision of the Service
- The provision of Tabular’s Service shall commence within a reasonable term following the conclusion of the Agreement.
- Client accepts Tabular’s Service in the state it is when delivered (‘as is, where is’), therefore, with all visible and invisible errors and defects.
- Client may solely use Tabular’s Service for its own organisation or company and only insofar as required for the use intended by Tabular.
- Tabular may adjust the content or scope of Tabular’s Service. If such adjustments are substantive and result in a change in Client’s current procedures, Tabular informs Client about this as soon as possible and the costs of this adjustment are at Client’s expense. In this case Client may serve notice of termination of the Agreement, which termination takes effect on the date on which the adjustment takes effect, unless the adjustment is related to amendments in relevant legislation or other instructions issued by public authorities, or the adjustment is at Tabular’s expense.
- Tabular may continue to provide Tabular’s Service using a new or modified version of the underlying software. Tabular is not obliged to maintain, modify or add particular features or functionalities of Tabular’s Service specifically for Client.
- Client itself is responsible for the suitability of its own IT infrastructure and for converting, uploading or downloading data.
- Client is fully responsible for the data and materials it uploads in Tabular’s Service.
Article 8. Fair Use and Abuse
- Fair Use includes the responsible use of Tabular's Services. Tabular reserves the right, by comparing the data use of its Clients, to ascertain, in its own judgement, if the usage of data is outside the norm. Unusually high data which is outside the norm is not reasonable and can lead to measures as in article 8.4.
- Tabular keeps track on the use of the Service by Client. Tabular will notify Client when the norm is likely to be exceeded.
- Client is prohibited to use the Service (among others but not excluding):
- to transmit or publish any harassing, indecent, obscene, fraudulent, or unlawful material; or,
- in violation of any applicable laws or regulations; or,
- for sending unauthorized advertising or spam; or,
- harvest, collect, or gather user data without the user's consent; or,
- in such a way that may infringe the privacy, intellectual property rights, or, other rights of third parties.
- In case of (suspected) abuse or in case of use that is not considered reasonable, reserves Tabular the right, in its own judgment, to:
- suspend or terminate Client’s use of the service or the other facilities offered;
- move Client to a different package, which is more suitable for the usage;
- charge additional costs on the base of fair use.
Article 9. Guarantees
- Tabular does not guarantee that Tabular’s Service is free of errors and functions without any interruptions. Tabular makes every effort to repair the errors in the underlying software within a reasonable period of time. Tabular may postpone repairing errors until a new version of the underlying software is put into service. Tabular is never obliged to repair other imperfections than those referred to in this article.
- Tabular is never obliged to recover data that has been corrupted or lost other than placing back – where possible – the most recent back-up of the data in question.
- Tabular does not guarantee that Tabular’s Platform is timely adapted to any amendments in relevant laws and regulations, but will make reasonable efforts to comply.
Article 10. Confidentiality
- Client and Tabular ensure that secrecy is observed with respect to all information received from the other party of which information the receiving party knows or should reasonably know it is confidential. This prohibition does not apply if and insofar as the information concerned must be provided to a third party in compliance with a judicial decision, a statutory requirement, a statutory order by a public authority or for the proper performance of the Agreement. The party that receives the confidential information may only use it for the purpose for which it has been provided. Information is in any case deemed confidential if it has been designated as such by either party.
Article 11. Privacy and Data Processing
- If this should be relevant, in Tabular's opinion, for the performance of the Agreement, Client informs Tabular in writing, at Tabular's request, about the way in which Client performs its obligations under the applicable rules and regulations pertaining to the protection of personal data.
- Client indemnifies Tabular against any claims by persons whose personal data are or have been processed and for which processing Client is responsible pursuant to the law, unless Client proves that the facts on which a claim is based are attributable to Tabular.
- Client is fully responsible for the data that it processes when making use of a service provided by Tabular. Client guarantees vis-à-vis Tabular that the content, use and/or processing of the data are not unlawful and do not infringe any third party's right. Client indemnifies Tabular against any claims by a third party instituted, for whatever reason, in connection with these data or the performance of the Agreement.
- If, further to a request or a lawfully issued order by a public authority or in the context of a statutory obligation, Client should perform activities with relation to data of Client, Client's employees or users, any costs involved in this may be charged to Client.
- Parties shall process personal data in accordance with the General Data Protection Regulation if the General Data Protection Regulation is applicable. If and when applicable the Parties hereby acknowledge that Tabular is a data processor and Client is a data controller. Further rights and obligations are agreed by parties in the separate Data Processing Agreement as set forth at https://tabular.email/legal/dpa
- Tabular applies a Privacy Statement, which can be consulted on its website. Client declares himself to be in agreement with the content of Tabular's Privacy Statement at https://tabular.email/legal/privacy
Article 12. Security
- The security features provided meet a level that is not unreasonable in view of the state of the art, the implementation costs, the nature, scope and context as known to Tabular of the information to be secured, the purposes and the standard use of Tabular's products and services and the probability and seriousness of foreseeable risks
- The access or identification codes and certificates provided by or on behalf of Tabular to Client are confidential and must be treated as such by Client, and they may only be made known to authorised staff in Client's own organisation or company. Tabular is entitled to change the access or identification codes and certificates. Client is responsible for managing these authorisations and for providing and duly revoking access and identification codes.
- In the event security features or the testing of security features pertain to software, hardware or infrastructure that has not been delivered by Tabular to Client, Client guarantees that all licences or approvals have been obtained so that the performance of such activities is actually allowed. Tabular is not liable for any damage caused by or in relation to the performance of these activities. Client indemnifies Tabular against any claims, for whatever reason, arising from these activities being performed.
- Tabular is entitled to adapt the security measures from time to time if this should be required as a result of a change in circumstances.
- Client adequately secures its systems and infrastructure and keeps these adequately secured.
- Tabular may give Client instructions about security features intended to prevent or to minimalize incidents, or the consequences of incidents, that may affect security. If Client should fail or follow the instructions issued by Tabular or by a relevant public authority, or should fail to follow these in time, Tabular is not liable and Client indemnifies Tabular against any damage that may arise as a result.
- Tabular is at any time permitted to install technical and organizational facilities to protect hardware, data files, websites, software made available, software or other works to which Client has been granted access, whether directly or indirectly, also in connection with a restriction agreed on in the content or the duration of the right to use these objects. Client may not remove or circumvent any of such technical facilities or have these removed or circumvented.
Article 13. Support
- User support is offered by means of a Support Helpdesk. Tabular makes every effort to Support Client appropriately.
- Support questions can be submitted through e-mail to firstname.lastname@example.org. Tabular makes every effort to Support Client appropriately, however Support is offered on basis of availability. Therefore, Tabular is not responsible for the availability or suitability of user support offered.
- Tabular is under no obligation to make changes in the Service upon Client's request and/or feedback.
Article 14. Maintenance
- Tabular may temporarily put all or part of the Service out of service for preventive, corrective or adaptive maintenance or other forms of service. Tabular ensures that the period of time during which Tabular's Service is out of operation does not take longer than necessary and ensures, where possible, that the service takes place at times when Tabular's Platform is usually used least intensively.
- Tabular is entitled to install temporary solutions, program bypasses or problem-avoiding restrictions.
Article 15. Intellectual Property
- All intellectual property rights to Tabular’s Software well as all other materials, developed or made available to Client under the Agreement are held exclusively by Tabular, its licensors or its suppliers unless explicitly agreed otherwise in writing.
- Tabular shall make Tabular’s Software available on the basis of a license/right to use during the term of the Agreement. A right accorded to Client is non-exclusive and may not be transferred, pledged or sublicensed.
- Client shall retain the exclusive ownership, including intellectual property rights, in and to data and materials it uploads in Tabular’s Software. Tabular has a right to use these data and uploaded material by Client.
- Client may not remove or change any indication concerning the confidential nature of or concerning the copyrights, brands, trade names or any other intellectual property right pertaining to the service or other materials made available, or have any such indication removed or changed.
- Even if not expressly provided for in the contract, Tabular may always take technical measures to protect the service or other material made available to Client. Client may not remove or bypass such technical measures or have such technical measures removed or bypassed.
- Client guarantees that making, software, material intended for websites, data files and/or other materials and/or designs available to Tabular for the purpose of use, maintenance, processing, installation or integration does not infringe any rights of third parties. Client indemnifies Tabular against any claim of a third party based on the allegation that such making available, use, maintenance, processing, installation or integration infringes a right of that third party.
- Tabular is entitled to use Client’s figurative mark, logo or name in its external communication.
Article 16. Liability
- Tabular’s total liability for an imputable failure in the performance of the Agreement or arising from any other legal basis whatsoever, explicitly including each and every failure to meet a guarantee or indemnification obligation agreed on with Client, is limited to the compensation of damages as described in more detail in this article.
- Direct damage is limited to a maximum of the price stipulated for the Agreement in question (excluding VAT). If the Agreement is mainly a continuing performance contract with a duration of more than one year, the price stipulated for the Agreement is set at the total sum of the payments (excluding VAT) stipulated for one year. In no event does Tabular’s total liability for any direct damage, on any legal basis whatsoever, exceed EUR 25,000.- (twenty five thousand euros).
- Tabular’s total liability for any damage arising from death or bodily injury or arising from material damage to goods is limited to the amount of EUR 1,250,000.- (one million two hundred fifty thousand euros).
- Liability for indirect damage, consequential loss, loss of profits, lost savings, reduced goodwill, loss due to business interruption, loss as a result of claims of Client’s clients, loss arising from the use of goods, materials or software of third parties prescribed by Client to Tabular and any damage and loss arising from contracting suppliers Client has recommended to Tabular is excluded. Liability for corruption, destruction or loss of data or documents is also excluded.
- The exclusions and limitations of Tabular’s liability described in articles 16.2 up to and including 16.4 are without any prejudice whatsoever to the other exclusions and limitations of Tabular’s liability described in these general terms.
- The exclusions and limitations referred to in articles 16.2 up to and including 16.5 cease to apply if and insofar as the damage is caused by intent or deliberate recklessness on the part of Tabular’s management.
- Unless performance by Tabular is permanently impossible, Tabular is exclusively liable for an imputable failure in the performance of an Agreement if Client promptly serves Tabular with a written notice of default, granting Tabular a reasonable period of time to remedy the breach, and Tabular should still imputably fail to meet its obligations after that reasonable term has passed. The notice of default must describe Tabular’s failure as comprehensively and in as much detail as possible so that Tabular has the opportunity to respond adequately.
- The right to compensation of damages exclusively arises if Client reports the damage to Tabular in writing as soon as possible after the damage has occurred. Any claim for compensation of damages filed against Tabular lapses by the mere expiry of a period of twenty-four months following the inception of the claim unless Client has instituted a legal action for damages prior to the expiry of this term.
- Client indemnifies Tabular against any and all claims of third parties arising from product liability because of a defect in a product or system that Client delivered to a third party and that consisted in part of hardware, software or other materials delivered by Tabular, unless and insofar as Client is able to prove that the loss was caused by the hardware, software or other materials referred to.
- The provisions of this article and all other exclusions and limitations of liability referred to in these Terms also apply in favour of all natural persons and legal persons that Tabular and Tabular’s suppliers contracts for the performance of the Agreement.
Article 17. Force Majeure
- Neither party is obliged to meet any obligation, including any statutory and/or agreed guarantee obligation, if it is prevented from doing so by circumstances beyond its control. Circumstances beyond Tabular’s control include, among other things: (i) circumstances beyond the control of Tabular’s suppliers, (ii) the failure by Tabular to properly meet obligations that were contracted by Tabular on Client’s instructions, (iii) defects in goods, hardware, software or materials of third parties that Tabular uses on Client’s instructions, (iv) measures by public authorities, (v) power failures, (vi) failures of the Internet, data network or telecommunication facilities, (vii) (cyber) crime, (cyber) vandalism, war or terrorism.
- If a force majeure situation lasts for more than sixty days, either party has the right to terminate the Agreement, in writing, for breach. In such event, all that has already been performed under the Agreement must be paid for on a proportional basis, without anything else being due by either party to the other party.
Article 18. Back-up
- If the Service provided to Client under the Agreement include making backups of Client's data, Tabular makes a complete backup of Client's data in its possession, with due observance of the periods of time agreed on in writing, or once a week if such terms have not been agreed on. Tabular keeps the backup for the duration of the agreed term or for the duration of Tabular's usual term if no further arrangements have been made in this regard. Tabular keeps the backup with due care and diligence.
- Client itself remains responsible for complying with all the applicable statutory obligations with respect to keeping records and data retention.
Article 19. Miscellaneous
- Tabular is entitled to sell, transfer or pledge its claims to payment of amounts owed to a third party.
- Tabular is entitled to sub-contract (a part of) its obligations under the Agreement.
Article 20. Applicable Law and Disputes
- The Agreement and any other agreements between Tabular and Client shall be construed in accordance with, and governed by Dutch law.
- Disputes that arise by reason of the Agreement and/or by reason of any further agreements deriving from it shall be submitted for litigation exclusively to the courts of Rotterdam, The Netherlands.
Previous Terms of Service Versions