Terms & Conditions

These Terms & Conditions govern access to and use of the websites, software, applications and related services made available by SubWorks. By registering, placing an order, accepting a quote, signing a contract, starting a paid plan or using the Services, you agree to these Terms on behalf of the business or organisation you represent.

1. Definitions

2. Contract structure

1. These Terms form part of the Agreement between the Customer and SubWorks.
2. If there is a conflict between these Terms and a separately signed written agreement, order form or contract, the signed written document prevails for the specific subject it covers.
3. Any purchase order terms or customer procurement terms apply only if we explicitly agree to them in writing.

3. Accounts and authorised users

1. The Customer is responsible for all activity under its accounts and for ensuring that only authorised Users have access to the Services.
2. Users must use secure authentication methods made available by the Service, such as passwords, PINs, passkeys or single sign-on where supported.
3. The Customer must keep account information accurate and up to date.
4. The Customer is responsible for assigning appropriate permissions and using role-based access carefully.
5. The Customer must notify us without undue delay if it becomes aware of unauthorised access, credential compromise or other security incidents relating to the Services.

4. Acceptable and secure use

1. The Customer and its Users may use the Services only in accordance with applicable law and the Agreement.
2. The Customer may not use the Services to distribute malware, perform unlawful acts, infringe third-party rights, interfere with the security or availability of the Services, attempt unauthorised access, scrape the Services in an abusive manner, or misuse the Services for spam or fraud.
3. The Customer remains responsible for the legality, accuracy and appropriateness of Customer Data and for obtaining any rights, notices, permissions or legal bases required for its use of the Services.

5. Services and support

1. The Services provide software functionality for hospitality and related operational workflows. Features may differ by product, plan, configuration and customer setup.
2. Support is provided through the channels and service level included in the applicable plan or otherwise agreed in writing.
3. We may maintain, improve, update, replace or discontinue features from time to time. Where reasonably possible, we will provide notice of material adverse changes.

6. Plans, fees and payments

1. Fees, billing intervals and included features are described in the applicable pricing page, quote, order form or contract.
2. Unless otherwise agreed in writing, fees are billed in advance and are non-refundable except where required by law or expressly stated otherwise.
3. Payments may be processed through third-party payment providers such as Stripe, or through another agreed payment method. We do not intentionally store full payment card details on our own systems.
4. Invoices must be paid within the stated payment term. If no payment term is stated, payment is due within 14 days from invoice date.
5. We may suspend access or restrict features if invoices remain unpaid after notice and a reasonable opportunity to cure, unless legally prohibited.
6. We may change fees for renewals or future billing periods by providing reasonable prior notice.
7. Where a plan or contract includes a minimum commitment term, early cancellation does not remove payment obligations for that committed term unless otherwise agreed in writing.

7. Term, renewal and termination

1. The Agreement starts when the Customer first accepts it through registration, order, quote acceptance, contract signature or first use of a paid Service, whichever occurs first.
2. Subscriptions continue for the agreed billing term and renew automatically for successive terms unless cancelled in accordance with the applicable plan or contract.
3. Either party may terminate the Agreement for material breach if the other party fails to cure that breach within a reasonable written cure period, unless the breach is incapable of cure.
4. We may suspend or terminate access immediately where necessary for urgent security reasons, fraud prevention, unlawful use, abuse of the Services or repeated serious payment default.
5. Upon termination or expiry, the Customer’s right to use the Services ends, subject to any agreed transition period, export functionality, retention rules, privacy obligations and DPA provisions.

8. Customer data and privacy

1. Our Privacy Policy explains how we process personal data as controller for our own business purposes, including account administration, billing, support, security and communications.
2. For Customer Data processed in the Services on behalf of the Customer, we generally act as processor and the Customer acts as controller.
3. The Customer is responsible for ensuring it has an appropriate legal basis and required notices for processing personal data through the Services.
4. A Data Processing Agreement may apply where required. Customers may request the current DPA version from us.

9. Third-party services

1. The Services may rely on or integrate with third-party services, such as payment providers, identity verification providers, support tools, scheduling tools, invoicing tools, hosting providers, authentication providers and analytics providers.
2. Third-party services are subject to their own availability, terms and policies. We are not responsible for outages, acts, omissions or changes by third-party providers outside our reasonable control.
3. The Customer is responsible for reviewing whether third-party services used as part of its configuration are suitable for its own legal, operational and compliance requirements.

10. Intellectual property

1. SubWorks and its licensors retain all rights, title and interest in and to the Services, software, documentation, interfaces, designs, branding and related materials, including all intellectual property rights.
2. Subject to the Agreement and timely payment of fees, the Customer receives a limited, non-exclusive, non-transferable, non-sublicensable right to use the Services during the applicable term for its internal business operations.
3. The Customer may not copy, modify, reverse engineer, decompile, create derivative works from, resell, lease, sublicense or commercially exploit the Services except as expressly permitted by the Agreement or mandatory law.

11. Confidentiality

1. Each party must treat the other party’s non-public business, technical and commercial information as confidential and use it only for purposes related to the Agreement.
2. This obligation does not apply to information that is already public without breach, was already lawfully known, is lawfully received from a third party without restriction, or is independently developed without use of the confidential information.
3. A receiving party may disclose confidential information where required by law or binding authority, provided it gives notice where legally permitted.

12. Availability and changes

1. We aim to provide reliable Services, but we do not guarantee uninterrupted, error-free or continuous availability.
2. Maintenance, updates, emergency security actions, provider outages or events outside our reasonable control may affect availability.
3. Temporary downtime or degraded performance does not automatically entitle the Customer to compensation unless expressly agreed in writing or required by law.

13. Liability

1. To the maximum extent permitted by applicable law, neither party is liable for any indirect, incidental, special, punitive or consequential damages, including loss of profit, loss of revenue, loss of goodwill, loss of business opportunity or loss of data.
2. To the maximum extent permitted by law, SubWorks’ total aggregate liability arising out of or in connection with the Agreement in any rolling 12-month period is limited to the fees actually paid by the Customer to SubWorks for the affected Services during the 6 months immediately preceding the event giving rise to the claim.
3. Nothing in the Agreement excludes or limits liability to the extent such exclusion or limitation is prohibited by law, including liability for fraud, wilful misconduct or death or personal injury caused by negligence where applicable.

14. Indemnity

1. The Customer will indemnify and hold harmless SubWorks against third-party claims arising from Customer Data, the Customer’s unlawful use of the Services, or breach of the Agreement by the Customer or its Users, except to the extent caused by SubWorks’ own breach or misconduct.

15. Governing law

The Agreement is governed exclusively by the laws of the Netherlands, excluding conflict of laws principles. The competent courts of Amsterdam have exclusive jurisdiction, unless mandatory law provides otherwise.

16. Changes to these Terms

We may update these Terms from time to time. If a change is material, we will provide reasonable notice, for example by email, invoice message, customer portal message or in-product notification. Continued use of the Services after the effective date of the updated Terms constitutes acceptance of the updated version.

17. Contact

Questions about these Terms can be sent to support@subworks.co.