Terms of service

1. Who we are and what these terms cover

Custilo (“we”, “us”) is operated by:

[Legal company name], [Legal form, e.g. BV/SRL], registered office at [Registered office address, Belgium], enterprise number [KBO/BCE enterprise number], RPR/RPM [Enterprise court of the registered office, e.g. Ghent, division Ghent], VAT [VAT number], email hello@custilo.com.

These terms govern the use of the Custilo platform, its website, its API and the related services (the “Service”) by the business that creates a workspace or subscribes to a plan (the “Customer”, “you”). They form one agreement with our data processing agreement (the “DPA”) and the plan and prices shown on our pricing page or in a signed order form (together, the “Agreement”). If they conflict, a signed order form prevails over the DPA, the DPA prevails over these terms for the processing of personal data, and these terms prevail otherwise. Any general terms of the Customer, including those in a purchase order, supplier registration or other document, do not apply, even if we do not object to them.

You accept the Agreement when you create an account or, for a paid plan, when you subscribe. The person who accepts confirms that they are authorised to bind the Customer.

2. For businesses only

The Service is intended exclusively for enterprises within the meaning of article I.1 of the Belgian Code of Economic Law, acting for professional purposes. It is not offered to consumers. By accepting these terms you confirm that you use the Service for your business. If you are not acting for professional purposes, you may not use the Service.

3. Account and workspace

• You provide accurate information and keep it up to date.
• You keep passwords and API keys confidential and are responsible for activity under your account, your workspace and your API keys. Tell us without delay at hello@custilo.com if you suspect unauthorised use.
• You decide who joins your workspace and with which role. You are responsible for the people you give access to, and for their compliance with the Agreement.

4. Free trial

Every new workspace starts with a free trial of 14 days, during which up to 100 feedback emails can be sent, whichever limit is reached first. No payment details are needed. When the trial ends, sending stops until you subscribe to a plan; your data remains available. Because the trial is free, we provide it without any commitment as to availability or results; section 14 (liability) applies to it.

5. Plans, prices and payment

• The plans, their included volume of feedback emails and their prices are shown on the pricing page at the time you subscribe. Prices are in euro and exclude VAT, which is added where applicable.
• Subscriptions are billed in advance, monthly or annually, through our payment provider Stripe, and renew automatically for the same period until cancelled (see section 11). For annual subscriptions we remind you by email at least 30 days before the renewal.
• When the included volume of a month is used up, sending pauses until the next period, unless you have switched on overage. Overage is off by default. If you switch it on, you set a maximum monthly amount; emails above the included volume are then billed at the per email rate shown for your plan, up to that maximum, and invoiced after the month concerned. Only emails actually sent count. Emails not sent because of a validation, a cooldown or an unsubscribe are never billed.
• Invoices are payable on receipt unless stated otherwise. If an amount is not paid on time, interest at the rate set by article 5 of the Belgian Act of 2 August 2002 on combating late payment in commercial transactions and a fixed compensation of EUR 40 per invoice (article 6 of that Act) are due by operation of law and without notice, without prejudice to reasonable higher recovery costs.
• If a payment fails, sending is paused automatically until the invoice is paid. Your data remains available.
• Complaints about an invoice must be sent to us in writing within 30 days of the invoice date.

6. Price changes

We may change our prices or included volumes for valid reasons, such as changes in our costs or in the Service. We tell you by email at least 60 days before the change applies to you. The change only takes effect at the start of your next billing period after that notice. If you do not agree, you can cancel before it takes effect, and you will not be charged the new price.

7. Your responsibilities when sending emails

Custilo sends feedback emails to your customers on your behalf and on your instructions. You are the controller of your customers’ data and you are responsible for the lawfulness of your use of the Service. In particular, you:

• only upload or send data of people you have a legal basis to contact for feedback under the GDPR and the Belgian rules on electronic communications (including book XII of the Code of Economic Law and its implementing royal decree on advertising by email), and inform them as the law requires, for example in your own privacy notice;
• do not use purchased, rented or scraped lists, and do not use the Service for unsolicited advertising, spam, phishing or misleading messages;
• use a sender name and reply-to address that truthfully identify your business, and do not remove or hide the unsubscribe link;
• do not send content that is unlawful, infringes the rights of others, or is defamatory, discriminatory or harmful, and do not place sensitive data (such as health data) in event properties or campaign texts unless you have checked that this is lawful and necessary;
• only add alert recipients who have agreed, or whom you are entitled, to receive alerts;
• do not try to circumvent the Service’s limits, security or plan restrictions, do not test its security without our written permission, do not reverse engineer it except where the law allows, and do not overload it or the API.

You indemnify us against claims of third parties (including your customers and authorities) arising from data you provided or emails sent on your instructions in breach of this section, including reasonable defence costs, provided that we inform you promptly of the claim and let you take part in the defence.

8. Your data

• You keep all rights to the data you put into the Service and to the responses you collect (“Customer Data”). You grant us the right to use Customer Data only to provide, secure and support the Service, as described in the DPA.
• We process personal data in Customer Data as your processor, under the DPA, which forms part of the Agreement.
• You can export your data at any time from the app (responses as CSV, or the whole workspace as a ZIP of CSV files), and through the API on plans that include it.
• We may use aggregated, anonymous statistics about the use of the Service (that do not identify you, your customers or any person) to operate and improve it.

9. The Service

• We provide the Service with the care that can be expected of a professional provider. Our obligations are obligations of means (inspanningsverbintenis / obligation de moyens), unless the Agreement expressly states a result, such as respecting your overage cap and your customers’ unsubscribes, and deleting data as described in the DPA.
• We aim for high availability but do not guarantee uninterrupted service, unless a service level is agreed in a signed order form. We try to plan maintenance at quiet times and announce major maintenance in advance.
• Support is by email at hello@custilo.com, Monday to Friday from 9:00 to 17:00 Belgian time, except Belgian public holidays. We aim to give a first response within 2 business days. On the Pro plan, requests are handled first and we aim to respond within 1 business day, or within 4 business hours when your workspace cannot send emails or record responses. These are response targets, not resolution times. Guaranteed response or resolution times apply only if agreed in a signed order form.
• Onboarding services and custom integrations are provided only as described in a signed order form or an accepted quote. Custom integration work is quoted and invoiced separately from the subscription.
• The Service relies on third party providers (hosting, email delivery, payments). Delivery of an email to the recipient’s inbox depends on the recipient’s email provider and cannot be guaranteed.
• We continuously develop the Service and may change it. We will not materially reduce the core functionality of your plan during a paid period. If a change materially disadvantages you, we tell you at least 30 days in advance and you may cancel before it takes effect, with a refund of fees paid in advance for the period after cancellation.

10. Suspension

Apart from the automatic pause of sending when a payment fails (section 5), we may suspend all or part of the Service, in proportion to the problem, if your use seriously breaches section 7, or if it is necessary to protect the Service, other customers or recipients from a security risk or harm. Where possible we warn you first and give you a chance to fix the problem. We lift the suspension as soon as the reason has gone.

11. Duration and termination

• The Agreement runs for as long as you have a workspace. A paid subscription runs for its monthly or annual period and renews automatically for the same period.
• You can cancel a subscription at any time on the Billing page. It ends at the end of the current paid period, without further charge. Fees already paid are not refunded, except where these terms or the law provide otherwise.
• We may terminate the Agreement for convenience with 90 days’ notice, and refund fees paid in advance for the period after termination. Workspaces without a subscription that have not been used for 12 months may be deleted after 30 days’ notice by email.
• Either party may terminate the Agreement by written notice with immediate effect if the other party commits a material breach and does not remedy it within 15 days of a written notice describing it, or if the other party is declared bankrupt or ceases its activities.
• You can delete your workspace at any time in its settings. It is locked and permanently deleted 30 days later, unless an owner restores it within that period. Deleting a workspace stops sending and cancels its subscription immediately, without a refund of the current period; restoring the workspace does not restore the subscription. Before deleting it, export what you want to keep. Deleting a workspace does not delete the members’ user accounts; we delete those on request. After the Agreement ends, we delete Customer Data as described in the DPA, except what we must keep by law.

12. Intellectual property

The Service, its software, design, texts and trademarks belong to us or our licensors. During the Agreement we grant you a non exclusive, non transferable right to use the Service for your internal business purposes, within the limits of your plan. If you send us suggestions, we may use them freely, without obligation to you.

13. Confidentiality

Each party keeps confidential the non public information it receives from the other in connection with the Agreement, uses it only for the Agreement and protects it with reasonable care. This does not apply to information that is or becomes public without fault of the receiving party, that it already had or develops independently, or that it must disclose by law (in which case it informs the other party where allowed). This obligation continues for 5 years after the Agreement ends.

14. Liability

• Each party is liable for the damage it causes to the other through a breach of the Agreement, within the limits of this section.
• Neither party is liable for loss of profit, revenue, customers, goodwill or reputation, or for any other indirect or consequential damage, whether these losses are direct or indirect. We are not liable for the content of the emails you send or for the data you provide, nor for loss of data to the extent it results from your own instructions or deletions, or could reasonably have been avoided with the export features, provided we have taken reasonable backup measures.
• Our total liability for all claims arising from the Agreement in any period of 12 months is limited to the greater of the fees paid or payable for the Service in the 12 months before the event that caused the damage and EUR [2,500]. During a free trial it is limited to EUR 100.
• These limitations do not apply to damage caused by fraud, intentional misconduct or gross negligence of a party or of the persons for whom it is responsible, to death or bodily injury, to your payment obligations, to your obligations under section 7, or where the law does not allow liability to be limited.
• Any claim must be notified in writing within a reasonable time after the party became aware, or should have become aware, of the damage.
• Our staff and subcontractors may rely on the limitations of this section.

15. Force majeure

Neither party is liable for a failure to perform caused by circumstances beyond its reasonable control that it could not reasonably foresee or avoid, such as natural disasters, war, epidemics, actions of authorities, large scale internet or power outages, or failures of essential third party providers that are themselves caused by such circumstances. Payment obligations are not suspended by force majeure. If force majeure lasts more than 60 days, either party may terminate the affected subscription in writing, and fees paid in advance for the period after termination are refunded. Article 5.74 of the Civil Code (change of circumstances) does not apply; price changes are governed by section 6.

16. Changes to these terms

We may change these terms for valid reasons, such as new features, changes in the law or in our providers. We tell you by email at least 30 days before a change takes effect, unless it is required sooner by law or only corrects errors or clarifies the text without changing your rights. If you do not agree with a change that is to your disadvantage, you can cancel before it takes effect; the current terms then continue to apply until your cancellation is effective, and fees paid in advance for the period after that are refunded.

17. General provisions

• Notices under the Agreement are given by email, and any requirement of written notice is met by email: to you at the email address of the workspace owner, and to us at hello@custilo.com.
• You may not transfer the Agreement without our prior written consent. We may transfer it to a company that takes over all or part of our activity, provided that we inform you and your rights are not reduced.
• If a provision is invalid or unenforceable, the rest of the Agreement remains in force, and the parties replace that provision with a valid one that comes as close as possible to its purpose.
• Not exercising a right is not a waiver of that right.
• Sections 7, 8, 13, 14 and 18 continue to apply after the Agreement ends, as do any other provisions that by their nature are meant to.
• The Agreement is the entire agreement between the parties on its subject. These terms are drawn up in English. Any translation is for convenience only; the English version prevails.

18. Applicable law and disputes

The Agreement is governed by Belgian law. The parties will first try to settle a dispute amicably, which does not prevent urgent or summary proceedings. Failing that, the courts of [Enterprise court of the registered office, e.g. Ghent, division Ghent] have exclusive jurisdiction.