ESAS SERVICE CRUISER TERMS OF USE 

Client:	The client of ESAS 3Services who entered into the license agreement with ESAS 3Services covering the use of ESAS Service Cruiser by User.

ESAS Service Cruiser:	The online software platform of ESAS 3Services to organize and streamline the delivery of services to the End-customer.

ESAS 3Services:	ESAS 3Services nv, with registered office at Terbekehofdreef 24, 2610 Antwerp, Belgium, with company number 0874.125.297. Tel: +32(0)3 808 80 00 – Email info@esas.eu.

End-customer:	An end-customer of the Client. An end-customer can be a consumer, a business or a thing/place.  

End-customer Services: 	Services that are to be delivered to the End-customer, either remotely or on the premises, and that are scheduled through ESAS Service Cruiser.

User:	All persons who use ESAS Service Cruiser.

Terms of Use:	These Terms of Use governing the use of ESAS Service Cruiser.

Annexes:	Any and all documents referred to by hyperlink in the Terms of Use.

Resource Contractor:	A contractor that provides resources for End-customer Services to Client.

Employee:	Personnel that is bound to a Client or Resource Contractor through an employer/employee relationship or through a contractor agreement. 

1.	Applicability
ESAS 3Services, a member of the ESAS Group, developed ESAS Service Cruiser. This software platform enables the organization and scheduling of services that are to be delivered remotely or on the premises of the End-customer. 

ESAS 3Services provides licenses on ESAS Service Cruiser to its Clients and grants limited access rights to the Resource Contractors of its Clients.

User may only access ESAS Service Cruiser if User is:
- an Employee of a Client or Client’s Resource Contractors;
- an end-customer of a Client.

These Terms of Use are applicable to all use by User of ESAS Service Cruiser. The User has the possibility to print these Terms of Use. In case User does not accept these Terms of Use, User must refrain from using ESAS Service Cruiser and contact the Client. The Client will escalate User’s problem with these Terms of Use to ESAS 3Services. ESAS 3Services may change these Terms of Use or its Annexes from time to time, and will communicate all such changes to User via the ESAS Service Cruiser interface. In case User does not agree with these changes, User must escalate this via the Client. 

User acknowledges that ESAS Service Cruiser is constantly being improved by ESAS 3Services. User will only have access to the latest released version of ESAS Service Cruiser. Each new version or update of ESAS Service Cruiser will replace as modified version the original or previous version thereof, and henceforth be subject to all rights and obligations as mentioned in the Terms of Use. During the updates, ESAS Service Cruiser may temporarily not be available to User.

2.	Consumers
This Article only applies if User is a consumer. 

The User can make use of Service Cruiser free of charge, provided that such use is allowed under User’s contract with the Client. User can use Service Cruiser until the earliest of following events: (i) termination of User’s contract with Client and (ii) termination of Client’s contract with Esas 3Services.

As the User has immediate access to Service Cruiser upon registration, User expressly acknowledge that (s)he has no right to revoke the service. However, the User can at all times terminate his use of Service Cruiser without any charge by deleting his account on Service Cruiser.

In case the User has complaints about Service Cruiser, User can contact the Client. The Client will escalate User’s complaints to Service Cruiser.

3.	User registration 
Only Users that are registered as user in ESAS Service Cruiser are entitled to use ESAS Service Cruiser. This registration is personal. Group-accounts or people sharing the same account are not permitted. User will not allow access to ESAS Service Cruiser to third parties via User’s account or otherwise. Prior to accessing ESAS Service Cruiser, User will check whether all necessary licenses are in place. User will not access or use ESAS Service Cruiser in case the Client or Resource Contractor does not dispose of the required licenses or access rights. 

User accepts full and unconditional responsibility for all operations carried out with User’s account. User shall be liable for the confidentiality of its account, username and password; for access to its computer and network systems; and for the acts or omissions of any party that uses the account of User. 

User will make sure that User’s account information is correct and will at all times update this information. 

In case User finds or suspects any misuse of User’s account information, User will immediately change User’s passwords and contact ESAS 3Services on abuse@esas3services.com.

4.	Acceptable use
User acknowledges that ESAS Service Cruiser is the valuable property of ESAS 3Services and is confidential. Therefore, User will not give access to ESAS Service Cruiser to persons that have no right to access it.

User will only process data for which User has the right to process. User will comply with (i) all international, national, regional and local laws and regulations and (ii) all codes of ethics, internet regulations, policies and procedures. User agrees to never use ESAS Service Cruiser for illegal purposes or behavior that in any other way would be inappropriate. User may not process content (i) that is in any way unlawful, provocative, defamatory, illegal, threatening, or harmful or in any other way inappropriate; (ii) that User is not entitled to process in accordance to any law or contractual or fiduciary relationships; (iii) that constitutes an infringement of the rights of any third party, including – but not limited to – patent, trademark, business confidentiality and copyright. 

User will not use nor display any means, software or routines that might harm other parties or the good functioning of ESAS Service Cruiser, or disproportionately burden the ESAS Service Cruiser system. 

ESAS 3Services does not screen the data, text or media content, processed through ESAS Service Cruiser by User. User is free within the limited scope of its license rights to use and operate ESAS Service Cruiser according to its intended purpose. As a result, User bears the sole and full responsibility for the content that User processes with the use of ESAS Service Cruiser. 

User may not use or render resources, software or routines that may impair other parties or the proper functioning of ESAS Service Cruiser, or might impose a disproportionately large load on ESAS Service Cruiser. 

In order to avoid conflicts (e.g. End-customer Services are scheduled twice), User shall not organize/schedule the same End-customer Services through any other application.

5.	User’s liability
User accepts the full responsibility for User’s accounts and agrees to defend, indemnify and hold harmless ESAS 3Services, its shareholders, directors, officers, employees, agents, distributors, attorneys, parent companies, subsidiaries and affiliates, harmless from and against any and all claims, liabilities, judgments, penalties, taxes, costs and expenses (incl. reasonable attorney fees and costs) arising out of or related to User’s breach of the Terms of Use or the Annexes. 

6.	Security and data protection
ESAS 3Services warrants that the ESAS Service Cruiser service is secure and protected in a professional manner. However, as the ESAS Service Cruiser service is delivered through the internet, ESAS 3Services cannot guarantee that ESAS Service Cruiser cannot be hacked, breached or compromised in any manner. In case User finds or suspects any misuse or security breach, User will immediately contact ESAS 3Services on abuse@esas3services.com.

ESAS 3Services will not store User data on its servers that are not strictly necessary for the delivery of the ESAS Service Cruiser service. 

Only to the extent that is strictly necessary for the use of ESAS Service Cruiser, User is entitled to process personal data. When doing so, User will strictly adhere to all provisions of the GDPR.

To the extent that ESAS 3Services processes personal data, ESAS 3Services will do so strictly in compliance with its privacy policy as available on <insert url>.

7.	Availability, support and problem reporting
ESAS 3Services will make ESAS Service Cruiser available in accordance with the Service Level Agreement (SLA) agreed upon between ESAS 3Services and the Client. The User should contact the Client for more information.

ESAS 3Services does not provide direct support to User, except by making available support information on the ESAS Service Cruiser information page. User may report problems via the SLA procedures agreed upon between ESAS 3Services and the Client.

8.	Third party software
User acknowledges that ESAS Service Cruiser depends on the API’s of and synchronizations with applications of Client and its Resource Contractors. Therefore, ESAS Service Cruiser may not properly function or not be available in case such API or application is altered, malfunctions, contains bugs or any other issue. 

ESAS 3Services will resolve such issues in accordance with the SLA procedures agreed upon between ESAS 3Services and the Client. 

9.	Title to ESAS Service Cruiser
All intellectual property rights in, title to or ownership of ESAS Service Cruiser (such as but not limited to copyright, database rights, trademarks and patents) shall at all times remain with ESAS 3Services. This includes the mechanisms and interfaces built by ESAS 3Services to link with third party software. All manuals, documentation and programs, whether available in hard copy or accessible by remote inquiry shall remain confidential and the property of ESAS 3Services. User shall not use, print, copy, modify, translate or alter ESAS Service Cruiser in whole or in part.

The ESAS 3Services and ESAS Service Cruiser logo’s and names are protected trademarks of ESAS 3Services. User is not entitled to use, copy, remove or hide these signs without express written approval of ESAS 3Services.

User is not allowed to grant any sub-license or other right with respect to ESAS Service Cruiser.

10.	Limitation of liability of ESAS 3Services
ESAS 3Services represents that ESAS Service Cruiser is developed in a professional manner and is consistent with generally accepted industry standards. ESAS 3Services will continue to improve ESAS Service Cruiser and warrants that ESAS Service Cruiser will comply with such standards at all times. However, ESAS 3Services does not warrant that ESAS Service Cruiser is entirely free of bugs and errors or that ESAS Service Cruiser will function without interruptions.

ESAS 3Services provides ESAS Service Cruiser to User in accordance with its license agreement and SLA with Client.

The User acknowledges that ESAS 3Services is only liable vis-à-vis the Client and not vis-à-vis the User. In case User feels harmed or damaged in any way because of ESAS Service Cruiser or any action (or lack thereof) by ESAS 3Services, User agrees to address the Client. User agrees to never formulate any claim directly against ESAS 3Services.  

11.	Termination for cause
In case ESAS 3Services notices an action by User or lack of action by User that, in ESAS 3Services’ reasonable opinion, might breach the Terms of Use or the Annexes, harm directly or indirectly a third party, might otherwise be objectionable or if a third party notifies ESAS 3Services of a possible harm, ESAS 3Services will contact User in order to remedy the breach or harm caused as soon as possible and in any event within two weeks. 

In extreme cases or in case User fails to timely remedy User’s breach or the harm caused, ESAS 3Services - at its sole discretion - may immediately and without notice, without intervention of the court (“de plein droit”), block or remove any content and/or terminate or suspend User’s access.

12.	Force Majeure
Neither party shall be in default or otherwise liable for any delay in, or failure of its performance if such delay or failure arises by any reason beyond its reasonable control; including the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications, or any act or failure to act by the other party or such other party's employees, agents or contractors.

13.	General
If any of the provisions of this Terms of Use and Annexes are held to be or rendered void or unenforceable, User agrees that the same shall not result in the nullity or unenforceability of the remaining provisions, but that User and ESAS 3Services will use their best efforts to replace such provision with a valid and enforceable provision which will achieve, to the extent possible, the economic, business or other purpose for said void or unenforceable provision.

The mere fact that ESAS 3Services does not insist upon or enforce strict compliance by User of any provision of the Terms of Use or Annexes shall not be construed as a waiver or relinquishment of ESAS 3Services's rights pursuant to this condition, unless made in writing.

The rights and remedies afforded to ESAS 3Services pursuant the Terms of Use and Annexes are in addition to, and do not in any way limit any other rights or remedies afforded to ESAS 3Servicesby law. All such rights and remedies are cumulative and may be exercised singularly or concurrently.

All notices between ESAS 3Services and User shall be written in English, French or Dutch and shall be deemed to be given to User if sent by e-mail to the e-mail address registered in ESAS Service Cruiser. 

14.	Applicable law and venue
Any agreement between User and ESAS 3Services with respect of the use of ESAS Service Cruiser and the Terms of Use and Annexes shall be governed by, interpreted and construed in accordance with the laws of Belgium. Venue for any proceeding brought hereunder shall be with the courts residing in Antwerp (Belgium).