B2B SaaS terms
1. About These Terms
These Terms of Service ("Terms") form a legally binding agreement between RSG Digital, trading as CustomerEagle, a business registered in the Netherlands under Chamber of Commerce number 42085647, with its business address at Blauwven 7, 5508 RC Veldhoven, the Netherlands ("CustomerEagle", "we", "us" or "our"), and the business or other legal entity accepting these Terms ("Customer", "you" or "your").
These Terms govern access to and use of the CustomerEagle platform, websites, applications, application programming interfaces, widgets, integrations, AI features, support services and related services that refer to these Terms (collectively, the "Service").
The Service is offered only for business and professional use. By accepting these Terms, you confirm that you act in the course of a business, profession or organisation and not as a consumer. If you accept these Terms for an organisation, you represent that you have authority to bind that organisation.
2. Agreement and Order of Precedence
The agreement between the parties consists of:
- an order form, online checkout, statement of work or other ordering document accepted by CustomerEagle (each an "Order Form");
- (b) these Terms;
- (c) the CustomerEagle Data Processing Addendum ("DPA"), where applicable;
- (d) any service level agreement ("SLA") expressly included in an Order Form;
- (e) the Acceptable Use Policy in Schedule 1; and
- (f) any other policy or product-specific terms expressly incorporated by reference (together, the "Agreement").
If documents conflict, the following order applies: the Order Form; the DPA for matters concerning personal data; the SLA for service levels; these Terms; Schedule 1; and then the Documentation. A purchase order issued by Customer is for administrative convenience only. Any additional or conflicting terms in a purchase order or other Customer document are rejected unless expressly signed by CustomerEagle.
3. Definitions
“Affiliate” means an entity that controls, is controlled by or is under common control with a party. “Authorised User” means an employee, contractor or other individual whom Customer permits to use the Service for Customer’s internal business purposes. “Customer Content” means messages, tickets, emails, chat content, attachments, contact records, customer records, knowledge-base content, configuration, prompts, inputs, outputs and other data submitted to or generated through the Service on Customer’s behalf. “Documentation” means the then-current user documentation and technical instructions made available by CustomerEagle. “End User” means a person who communicates with Customer through the Service. “Subscription Term” means the period stated in the applicable Order Form. “Usage Data” means technical, operational and statistical information about use, performance, security and administration of the Service that does not identify an End User when used for analytics or product improvement.
4. Accounts and Authorised Users
Customer must provide accurate registration, billing and contact information and keep it current. Customer is responsible for all activity conducted through its accounts, workspaces, API keys and credentials, except to the extent caused by CustomerEagle’s breach of the Agreement.
Customer must assign accounts to named individuals, use appropriate role permissions, promptly remove access when it is no longer required, protect credentials, enable multi-factor authentication where available and immediately notify CustomerEagle of suspected unauthorised access. Accounts and credentials may not be shared, transferred or made available to persons who are not Authorised Users.
Customer is responsible for ensuring that its Authorised Users comply with the Agreement. An act or omission of an Authorised User is treated as an act or omission of Customer.
5. Right to Use the Service
Subject to the Agreement and payment of applicable fees, CustomerEagle grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the Subscription Term to access and use the Service for Customer’s internal business operations and to communicate with its End Users.
Customer may permit its Affiliates to use the Service only if the applicable Order Form allows this. Customer remains responsible for those Affiliates unless an Affiliate enters into a separate Order Form with CustomerEagle.
No rights are granted except those expressly stated. Customer may not resell, white-label, timeshare, commercially exploit or provide the Service to third parties as a service bureau unless authorised in a separate written partner or reseller agreement.
Participation in the referral Partner Network requires separate acceptance of the Partner Network Terms (standard-2026-10-v3, issued 7 October 2026). Those terms govern attribution, commissions and partner promotion; these Terms govern use of the Service. A referral relationship does not authorise resale, white-labelling or access to customer workspaces.
6. Customer Responsibilities
Customer is responsible for:
- its products, services and customer-support decisions;
- (b) the legality, accuracy and quality of Customer Content;
- (c) providing all notices and obtaining all permissions, consents and lawful bases required for Customer Content and communications;
- (d) configuring the Service, roles, approval rules, retention settings, AI confidence thresholds, escalation paths and integrations appropriately;
- (e) maintaining independent records or backups where required for its business; and
- (f) complying with laws that apply to Customer, its industry and its use of the Service.
Customer must not represent that CustomerEagle is the seller, merchant, employer, professional adviser or contracting party in Customer’s relationship with an End User. Customer remains solely responsible for promises, refunds, cancellations, warranties, advice and decisions communicated through the Service.
Customer must reasonably cooperate with CustomerEagle in preventing and investigating misuse, security incidents and legal violations.
7. Customer Content and Data Rights
As between the parties, Customer retains all rights in Customer Content. Customer grants CustomerEagle and its subprocessors a worldwide, limited, non-exclusive licence to host, copy, transmit, display, modify and otherwise process Customer Content only as necessary to provide, secure, maintain, support and improve the Service, comply with Customer’s documented instructions and comply with law.
CustomerEagle may create and use Usage Data and aggregated or de-identified information to operate, secure, analyse and improve the Service, develop features, forecast capacity and produce benchmarks, provided that Customer and End Users are not identified and CustomerEagle does not attempt to re-identify them.
CustomerEagle will not use Customer Content to train a general-purpose or cross-customer AI model unless Customer has expressly opted in. This commitment does not prevent use of Customer-specific retrieval, indexing, embeddings, prompts, configuration or models solely to provide the Service to that Customer.
Customer represents and warrants that it has all rights and permissions required to submit Customer Content and instruct CustomerEagle to process it.
8. Privacy and Data Protection
For personal data contained in Customer Content, Customer generally acts as controller and CustomerEagle acts as processor, unless the parties’ actual roles require otherwise. The DPA applies to such processing and is incorporated into the Agreement. CustomerEagle may act as an independent controller for business contact details, billing records, account administration, fraud prevention, security logs, legal compliance and its own business communications, as described in its Privacy Policy.
Customer must provide legally compliant privacy notices to End Users and must handle data-subject requests, consent, retention and lawful-basis decisions. CustomerEagle will provide reasonable assistance as described in the DPA.
Customer must not intentionally submit or collect special-category data, full payment-card data, government identification numbers, medical records, highly sensitive authentication secrets or children’s data through the Service unless the applicable plan and written agreement expressly support that processing and Customer has implemented all required safeguards.
CustomerEagle may use subprocessors and transfer personal data internationally in accordance with the DPA and applicable transfer mechanisms. The current subprocessor list and any objection procedure will be made available by CustomerEagle.
9. Security
CustomerEagle will maintain appropriate technical and organisational measures designed to protect Customer Content against unauthorised access, alteration, loss and disclosure, as further described in the DPA or security documentation. No service can be guaranteed completely secure.
Customer is responsible for endpoint security, identity-provider security, user access, API keys, integration credentials and secure configuration under its control. Customer must not disclose passwords, payment credentials or other secrets in ordinary support conversations and should use masking and restricted fields where available.
CustomerEagle will notify Customer without undue delay after becoming aware of a confirmed security incident affecting Customer Content and will provide information and cooperation as required by the DPA. Customer must promptly notify CustomerEagle of any suspected compromise or vulnerability and must not publicly disclose a vulnerability before giving CustomerEagle a reasonable opportunity to investigate and remediate it.
10. Artificial Intelligence Features
The Service may use machine learning and third-party or proprietary AI models to classify conversations, retrieve knowledge, summarise content, recommend actions, draft replies, automate workflows and perform related functions ("AI Features"). Inputs and outputs generated for Customer are Customer Content.
AI outputs are probabilistic and may be inaccurate, incomplete, outdated, biased, offensive, non-unique or unsuitable for a particular purpose. Customer must apply human review and professional judgement where an error could cause harm, financial loss, legal consequences, denial of a service or material impact on an individual.
Customer must not use AI Features as the sole basis for decisions concerning employment, credit, insurance, housing, education, medical treatment, legal rights, essential public services, biometric identification, law enforcement or any other legally regulated or high-impact decision, unless Customer has separately assessed and documented legal compliance, human oversight, risk controls and any required written approval from CustomerEagle.
Customer must provide any legally required disclosure that an End User is interacting with AI and must not remove, conceal or circumvent AI notices, safety controls, confidence indicators, escalation features or audit functions. Customer is responsible for configuring escalation to a human and for ensuring that automated messages remain appropriate for its products, policies and End Users.
Customer must not use AI Features to deceive, impersonate, manipulate, discriminate, exploit vulnerabilities, generate unlawful content, fabricate evidence, conduct surveillance or perform any prohibited AI practice. CustomerEagle may restrict models, prompts, tools or outputs where reasonably necessary for safety, law, security or third-party requirements.
Customer acknowledges that similar or identical outputs may be generated for other users and that CustomerEagle does not warrant that an output is protectable by intellectual-property rights or does not resemble third-party material.
11. Messaging, Email and Communication Compliance
Customer is the sender and responsible party for communications sent through the Service. Customer must comply with applicable marketing, electronic communications, anti-spam, telemarketing and consumer-protection laws, including requirements concerning consent, sender identification, truthful content, unsubscribe mechanisms, suppression lists and quiet hours.
Customer must not use the Service to send unsolicited bulk messages, purchased lists, phishing messages, misleading promotions or content that is unlawful, abusive or harmful. Customer must promptly honour opt-outs and complaints.
Customer authorises CustomerEagle and relevant communication providers to transmit messages on Customer’s instructions. Delivery is not guaranteed and may be affected by recipient systems, reputation, carrier filtering, third-party providers and Customer configuration.
12. Co-Browsing, Recordings and Remote Assistance
If Customer enables co-browsing, screen sharing, session replay, recording, transcription, remote control or similar functionality, Customer must provide clear notice and obtain valid consent where required. Customer must configure masking to prevent collection of passwords, payment-card data, authentication secrets and other sensitive fields.
Remote actions may be performed only with appropriate End User authorisation and Customer-defined permissions. Customer is responsible for actions taken by its Authorised Users and for deciding which pages, fields and systems may be accessed.
13. Integrations and Transactional Actions
The Service may connect to third-party services such as ecommerce platforms, email providers, messaging providers, identity providers, collaboration tools, payment services and AI model providers ("Third-Party Services"). Customer authorises CustomerEagle to access and exchange data with Third-Party Services as configured by Customer.
Where Customer connects WhatsApp Business, Facebook Messenger or Instagram messaging through CustomerEagle's Meta Platform integration, Customer must comply with the applicable Meta Platform Terms, WhatsApp Business Messaging Policy, and Meta's commerce, community and message-template requirements, and must have the rights and consents needed to message each End User through that channel. CustomerEagle facilitates the connection as a technology provider; Meta Platforms, Inc. independently determines eligibility for, and continued access to, its platforms and may suspend or restrict a Customer's use of a Meta channel.
Third-Party Services are governed by their own terms and privacy practices. CustomerEagle is not responsible for their availability, security, data accuracy, changes, suspension, API limits or acts and omissions, except to the extent directly caused by CustomerEagle’s breach of the Agreement.
Where an integration permits refunds, cancellations, order changes, account actions or other transactions, Customer is responsible for permissions, thresholds, approvals and the commercial consequences. CustomerEagle acts on configured instructions and is not the merchant of record or party to the underlying transaction.
Customer may disconnect an integration at any time. Disconnection may prevent features from functioning and does not automatically delete data already imported into the Service.
14. Acceptable Use and Technical Restrictions
Customer and Authorised Users must comply with Schedule 1. Without limiting Schedule 1, Customer must not:
- access or use the Service unlawfully;
- (b) interfere with security, integrity or performance;
- (c) introduce malware;
- (d) attempt unauthorised access;
- (e) reverse engineer the Service except where the restriction is prohibited by mandatory law;
- (f) circumvent usage limits or safety controls;
- (g) scrape or extract the Service or models;
- (h) use the Service to build or train a competing model or substantially similar service; or
- (i) use the Service in a manner that creates material risk to CustomerEagle, other customers or third parties.
15. Usage Limits and Fair Use
Plans may include limits relating to seats, workspaces, messages, conversations, resolutions, contacts, storage, API calls, crawling, AI usage, integrations or other units. Current limits are stated in the Order Form, pricing page, account or Documentation.
CustomerEagle may apply reasonable rate limits and safeguards to protect security, availability and fair use. If Customer exceeds a limit, CustomerEagle may charge overage fees stated in the Order Form, require an upgrade, temporarily limit the affected feature or suspend abusive usage after reasonable notice, except where immediate action is required to prevent harm.
CustomerEagle’s usage records control for billing purposes unless Customer demonstrates a manifest error. Billing disputes must be submitted in reasonable detail within thirty days after the relevant invoice or usage statement.
16. Fees, Billing and Taxes
Customer will pay all fees stated in the Order Form. Subscription fees are generally billed in advance. Metered or overage fees may be billed in arrears. Fees are stated exclusive of VAT and other taxes unless expressly stated otherwise.
Customer authorises CustomerEagle and its payment processor to charge the payment method on file for recurring fees, usage fees, taxes and authorised purchases. Customer must maintain valid billing information. Invoices are due within fourteen days unless the Order Form states otherwise.
Except where required by law or expressly stated in the Agreement, fees are non-cancellable and non-refundable. A cancellation stops future renewal but does not refund fees already due or paid for the current Subscription Term.
Customer is responsible for VAT, sales, use, withholding and similar taxes, excluding taxes based on CustomerEagle’s net income. If withholding is legally required, Customer will gross up the payment so CustomerEagle receives the amount it would have received without withholding, unless prohibited by law, and will provide official evidence of the withholding.
Overdue undisputed amounts may accrue statutory commercial interest and reasonable recovery costs. CustomerEagle may suspend the Service for non-payment after providing reasonable notice. Customer may not withhold, set off or deduct amounts except where required by mandatory law.
17. Trials, Free Plans and Beta Features
Trial and free-plan features are provided for evaluation or limited use. Unless the signup flow or Order Form clearly states otherwise, a trial ends at the end of the stated trial period and does not automatically convert into a paid subscription.
CustomerEagle may modify or discontinue a free plan on reasonable notice. CustomerEagle may impose additional limits, delete inactive free accounts or require an upgrade to continue using particular features.
Alpha, beta, preview, early-access and experimental features may be incomplete, changed or discontinued at any time. They are provided “as is”, may have reduced security, support, availability or functionality and should not be used for critical production purposes unless CustomerEagle expressly approves such use.
18. Subscription Term, Renewal and Price Changes
The Subscription Term begins on the date stated in the Order Form. Unless the Order Form states otherwise, paid subscriptions renew automatically for successive periods equal to the initial Subscription Term until either party gives notice of non-renewal before the renewal date. Monthly subscriptions may be cancelled before the next billing date. Annual subscriptions remain payable for the committed annual term.
CustomerEagle may change prices for a renewal term by giving at least thirty days’ notice. For monthly subscriptions, a price change may take effect at the next monthly renewal after the notice period. Usage-based rates may change on notice where reasonably necessary to reflect model, infrastructure or third-party costs; Customer may disable the affected feature or cancel before the change takes effect.
Any promotional price applies only for the stated promotional period.
19. Service Availability, Support and Changes
CustomerEagle will use commercially reasonable efforts to provide the Service in accordance with the Agreement. Specific uptime commitments, support response targets and service credits apply only if expressly stated in an SLA or Order Form.
The Service may be unavailable due to maintenance, updates, emergencies, security work, internet or provider failures, force majeure, Customer systems or Third-Party Services. CustomerEagle may perform scheduled maintenance and will provide advance notice where reasonably practicable.
CustomerEagle may improve, update and change the Service. During a paid Subscription Term, CustomerEagle will not materially reduce the core functionality purchased by Customer, except where reasonably required by law, security, safety, third-party dependency or to prevent abuse. If CustomerEagle permanently discontinues a material paid feature without a reasonably equivalent replacement, Customer’s remedy is termination of the affected Service and a pro-rata refund of prepaid unused fees for that feature.
20. Data Export, Switching and Deletion
Customer may export available Customer Content during the Subscription Term using the Service’s export functions. Customer is responsible for exporting data it wishes to retain.
After termination, access to the Service ends unless an Order Form or DPA states otherwise. CustomerEagle deletes or anonymises Customer Content in accordance with Customer-configured retention, documented Customer instructions, the Order Form and the DPA. Residual copies may remain in encrypted, access-restricted backups until overwritten during the normal backup cycle, or longer where required by law, security or dispute preservation.
Where mandatory data-portability or switching rules apply, including applicable provisions governing switching between data-processing services, CustomerEagle will provide the rights and assistance required by those rules. Nothing in the Agreement limits a non-waivable statutory switching right.
21. Intellectual Property
CustomerEagle and its licensors own all rights in the Service, software, interfaces, models, workflows, designs, Documentation, trademarks, Usage Data and related technology, including modifications and derivative works. No ownership is transferred to Customer.
Customer may provide suggestions, ideas or feedback. Customer grants CustomerEagle a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or obligation, provided CustomerEagle does not identify Customer publicly without permission.
CustomerEagle may display Customer’s name or logo only with Customer’s prior consent, including consent in an Order Form or brand-permission setting.
22. Confidentiality
“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood as confidential, including Customer Content, security information, product roadmaps, pricing, business plans and source code. Confidential Information does not include information that the receiving party can document:
- is publicly available without breach;
- (b) was lawfully known without restriction;
- (c) was independently developed without use of the information; or
- (d) was lawfully received from a third party without duty of confidentiality.
The receiving party will use Confidential Information only to perform or exercise rights under the Agreement, protect it with at least reasonable care and disclose it only to personnel, Affiliates and contractors who need to know it and are bound by confidentiality duties. A party may disclose information when legally required, after giving advance notice where legally permitted and reasonable assistance at the disclosing party’s expense.
These duties continue for five years after disclosure, except for trade secrets and personal data, which remain protected for as long as required by law or while they remain trade secrets.
23. Suspension
CustomerEagle may suspend all or part of the Service if:
- Customer materially breaches the Agreement;
- (b) an amount is overdue;
- (c) Customer’s use creates a security, legal, reputational or operational risk;
- (d) suspension is required by law, a regulator or a provider;
- (e) Customer exceeds limits in a manner that threatens the Service; or
- (f) Customer or an Authorised User engages in fraud or abuse.
Where practicable, CustomerEagle will give notice and an opportunity to cure before suspension. CustomerEagle may suspend immediately where delay could cause harm, compromise security, violate law or affect other customers. CustomerEagle will limit the scope and duration of a suspension where reasonably possible. Suspension does not relieve Customer of payment obligations.
24. Termination
Either party may terminate an affected Order Form for material breach if the breach is not cured within thirty days after written notice. A party may terminate immediately if the breach is incapable of cure, the other party ceases business, enters liquidation or similar proceedings, or continued performance would be unlawful, in each case to the extent permitted by law.
Customer may cancel renewal through the account or by notice. Cancellation is effective at the end of the current paid Subscription Term unless the Agreement expressly permits earlier termination.
CustomerEagle may terminate a free account for inactivity, abuse or discontinuation of the free plan. CustomerEagle may terminate the Agreement immediately for severe or repeated Acceptable Use violations, fraud, unlawful use, deliberate security attacks or conduct creating substantial risk.
Upon termination, Customer’s access ends, fees accrued remain due and each party must cease use of the other party’s Confidential Information except as required for legal retention. Sections that by their nature should survive will survive, including payment, data rights, confidentiality, intellectual property, disclaimers, indemnities, liability and dispute provisions.
25. Warranties and Disclaimers
Each party warrants that it has authority to enter into the Agreement. CustomerEagle warrants that, during a paid Subscription Term, the Service will perform materially in accordance with the Documentation and that professional services, if any, will be performed with reasonable skill and care. Customer’s exclusive remedy for breach of this warranty is for CustomerEagle to correct or reperform the affected Service or, if CustomerEagle cannot do so within a reasonable period, to terminate the affected Order Form and refund prepaid unused fees for the affected period.
The warranty does not apply to issues caused by Customer Content, Customer configuration, unauthorised use, unsupported modifications, Third-Party Services, beta features or use contrary to the Documentation.
Except for the express warranties above and to the maximum extent permitted by law, the Service is provided “as is” and “as available”. CustomerEagle disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation. CustomerEagle does not warrant that AI outputs, analytics, classifications, recommendations or third-party data are accurate, complete or suitable for Customer’s decisions.
26. Indemnification
Customer will defend, indemnify and hold harmless CustomerEagle, its Affiliates and personnel from third-party claims, damages, fines, costs and reasonable legal fees arising from:
- Customer Content or Customer’s products and services;
- (b) Customer’s unlawful or unauthorised communications;
- (c) Customer’s breach of Sections 6 through 14 or Schedule 1;
- (d) Customer’s violation of privacy, intellectual-property, consumer, marketing or industry-specific law; or
- (e) actions Customer instructs the Service or an integration to perform.
For paid Services, CustomerEagle will defend Customer against a third-party claim that Customer’s authorised use of the unmodified Service infringes a patent, copyright or trademark, and will pay damages finally awarded or agreed in settlement. This obligation does not apply to claims caused by Customer Content, combinations not supplied by CustomerEagle, Customer instructions, Third-Party Services, continued use after notice, or use outside the Agreement. CustomerEagle may modify or replace the Service, obtain a right to continue use or terminate the affected Service and refund prepaid unused fees. This paragraph states CustomerEagle’s entire obligation for intellectual-property infringement claims.
The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party’s expense and allow the indemnifying party control of the defence and settlement. A settlement may not admit fault by, impose non-monetary obligations on or fail to fully release the indemnified party without its written consent, not to be unreasonably withheld.
27. Limitation of Liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, exemplary, punitive or consequential damages, or for loss of profits, revenue, goodwill, anticipated savings, opportunity or business, even if advised that such loss was possible. CustomerEagle is not liable for loss or corruption of Customer Content to the extent Customer could reasonably have prevented the loss by using available export or backup functions.
Except for the enhanced cap below, each party’s total aggregate liability arising out of or relating to the Agreement will not exceed the fees paid or payable by Customer for the affected Service during the twelve months immediately preceding the first event giving rise to liability. For a free Service, CustomerEagle’s aggregate liability will not exceed EUR 500.
CustomerEagle’s aggregate liability for breach of confidentiality, breach of the DPA or security obligations, and its intellectual-property indemnity will not exceed two times the fees paid or payable during the twelve months immediately preceding the first event giving rise to liability.
The exclusions and caps do not apply to:
- Customer’s payment obligations;
- (b) Customer’s indemnity obligations;
- (c) fraud, wilful misconduct or deliberate recklessness;
- (d) death or personal injury caused by negligence where liability cannot be limited; or
- (e) any liability that cannot lawfully be excluded or limited.
The limitations apply in aggregate across all legal theories and are an essential allocation of risk reflected in the fees.
28. Compliance with Laws, Sanctions and Export Controls
Each party will comply with laws applicable to its performance under the Agreement. Customer must not use or export the Service in violation of sanctions, export controls or trade restrictions and represents that it is not a prohibited or sanctioned party and is not located in a prohibited territory.
Customer must comply with anti-bribery and anti-corruption laws and must not use the Service to offer, request or conceal an improper payment or benefit.
Customer is responsible for assessing whether industry-specific requirements apply to its use, including financial, healthcare, employment, public-sector, telecommunications, accessibility, recordkeeping and professional-secrecy obligations. CustomerEagle does not provide legal or regulatory advice.
29. Changes to These Terms
CustomerEagle may update these Terms for legal, regulatory, security, operational or product reasons. CustomerEagle will provide at least thirty days’ notice of a material change that adversely affects Customer, unless an earlier change is required by law, security or a third-party provider.
For an annual paid Subscription Term, a materially adverse change will normally take effect at renewal. If CustomerEagle requires it to take effect during the current term and the change materially reduces Customer’s rights, Customer may terminate the affected Order Form before the effective date and receive a pro-rata refund of prepaid unused fees. Non-material clarifications may take effect on publication.
Continued use after the effective date constitutes acceptance. Archived versions will be made available on request.
30. Notices
Operational notices may be provided in the Service or by email to Customer’s account contact. Customer must keep contact information current.
Formal legal notices to CustomerEagle must be sent to [email protected] and by registered mail or recognised courier to RSG Digital, Blauwven 7, 5508 RC Veldhoven, the Netherlands. Notices to Customer may be sent to the legal or billing contact in the account or Order Form. Email notice is effective on the next business day after sending unless the sender receives a delivery failure.
31. Governing Law and Disputes
The Agreement and any non-contractual obligations arising from it are governed by the laws of the Netherlands, without regard to conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.
Before starting court proceedings, the parties will attempt in good faith for at least thirty days to resolve a dispute through authorised representatives, unless urgent interim or injunctive relief is required.
The competent courts in the district of Oost-Brabant, the Netherlands, have exclusive jurisdiction, unless mandatory law requires another court.
32. General
The Agreement is the entire agreement concerning the Service and supersedes prior proposals, statements and agreements on that subject. A waiver is effective only if in writing and does not waive a later breach. If a provision is invalid or unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions continue in effect.
Customer may not assign the Agreement without CustomerEagle’s prior written consent, not to be unreasonably withheld. CustomerEagle may assign the Agreement to an Affiliate or in connection with a merger, financing, reorganisation or sale of all or substantially all of the relevant business or assets. Any other assignment requires consent.
CustomerEagle may use Affiliates and subcontractors to perform the Service and remains responsible for their performance to the extent stated in the Agreement. The parties are independent contractors. The Agreement does not create a partnership, agency, employment, fiduciary or franchise relationship.
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, government action, labour dispute, widespread internet or utility failure, cloud or telecommunications failure, epidemic, supply shortage or cyberattack not caused by that party’s failure to use reasonable safeguards. Payment obligations are not excused.
There are no third-party beneficiaries. Headings are for convenience only. “Including” means “including without limitation”. Electronic acceptance and electronic signatures are binding. If a translated version conflicts with the English version, the English version prevails, except where mandatory law requires otherwise.
33. Contact
CustomerEagle is provided by RSG Digital, trading as CustomerEagle.
Business address: Blauwven 7, 5508 RC Veldhoven, the Netherlands
Chamber of Commerce (KvK): 42085647
Legal contact: [email protected]
Schedule 1 — Acceptable Use Policy
This Acceptable Use Policy forms part of the Agreement. Customer must not, and must not allow any person to, use the Service for any of the following:
A. Illegal, Harmful or Abusive Conduct
Violating law or third-party rights; facilitating fraud, theft, trafficking, exploitation, unlawful gambling, money laundering or other criminal conduct; threatening, harassing or abusing individuals; promoting violence or hatred against protected groups; or distributing content that is unlawful, defamatory or intentionally deceptive.
B. Security Abuse
Probing, scanning or testing vulnerabilities without written permission; bypassing authentication, authorisation, rate limits, safeguards or tenant isolation; accessing another customer’s data; distributing malware; credential theft; phishing; denial-of-service activity; or using the Service to attack, monitor or compromise systems or persons.
C. Spam and Deceptive Communications
Sending unsolicited bulk communications, using purchased or harvested contact lists, falsifying sender identity, misleading recipients, evading opt-outs, conducting phishing or impersonation, or generating artificial engagement, reviews or complaints.
D. Privacy and Sensitive Data Abuse
Collecting, processing or disclosing personal data without a lawful basis or required notice; unlawful surveillance; submitting full payment-card data, passwords, authentication secrets or prohibited sensitive data; re-identifying de-identified data; or targeting children in violation of law.
E. AI Misuse
Using AI to make prohibited or unlawful decisions; generate or distribute deceptive impersonations, fabricated evidence or unlawful discriminatory content; manipulate vulnerable persons; conceal that an interaction is automated where disclosure is required; remove safety notices; extract model weights or system prompts; or use outputs without appropriate human review in high-impact contexts.
F. Intellectual-Property and Platform Abuse
Infringing intellectual-property or confidentiality rights; copying, scraping, mirroring, reverse engineering or republishing the Service except where mandatory law permits; using the Service or outputs to train a competing service or model; selling access without permission; or benchmarking for public competitive publication without prior written consent.
G. Excessive or Disruptive Use
Using automated means or workloads that materially degrade the Service, consume disproportionate resources, circumvent plan limits or interfere with other customers. CustomerEagle may apply technical controls, require remediation or charge for additional capacity.
H. Enforcement
CustomerEagle may investigate suspected violations, preserve relevant information, remove or block content, restrict features, suspend or terminate access and cooperate with lawful authorities. Where reasonably possible, CustomerEagle will consider context, severity, repetition and Customer’s remediation before taking action. Customer may report suspected abuse to [email protected].