Terms of Service

1. Interpretation

1.1 In these Terms, the following definitions apply:

• “Agreement” means these Terms together with the Privacy Policy.
• “Customer” or “you” means the organisation on whose behalf the Service is installed.
• “Customer Data” means all data originating from or submitted through the Customer's Slack workspace, including responses given to the bot.
• “Fees” means the subscription charges published on the Snitch pricing page.
• “Service” means the Snitch Slack application and the hosted Org Chart.
• “Snitch”, “we” or “us” means Boon IT SRL, a company registered in Romania under CUI 45987107, with its registered office in Cluj-Napoca, Romania, trading as Snitch.
• “Subscription Term” means the monthly period for which Fees have been paid.

1.2 Clause headings are for convenience only and do not affect interpretation. Words importing the singular include the plural and vice versa. “Including” means including without limitation.

2. Agreement and acceptance

2.1 The Agreement constitutes a binding contract between Snitch and the Customer.

2.2 Installation of the Service into a Slack workspace constitutes acceptance of the Agreement on behalf of the organisation that owns that workspace.

2.3 The Privacy Policy is incorporated into and forms part of the Agreement.

3. The Service

3.1 The Service asks members of the Customer's workspace to whom they report, permits them to supply their own profile details, assembles the responses into an Org Chart, answers questions concerning that chart within Slack, and updates the chart as members join and leave.

3.2 Snitch grants the Customer a non-exclusive, non-transferable, revocable right to access and use the Service during the Subscription Term, solely for the Customer's internal business purposes.

4. Eligibility and authority

4.1 The person installing the Service warrants that they hold Slack administrator access to the workspace and the authority to bind the Customer to the Agreement.

4.2 The Customer warrants that it has the authority to permit the processing of its personnel's workplace data through the Service, and shall be responsible for informing the members of its workspace that the Service is in use.

5. Customer Data and privacy

5.1 As between the parties, Customer Data is and remains the property of the Customer.

5.2 Snitch shall process Customer Data solely in order to provide the Service and in accordance with the Privacy Policy, and for no other purpose.

5.3 The Customer acts as controller and Snitch as processor in respect of Customer Data, as further described in the Privacy Policy.

6. Trial, Fees and payment

6.1 Each installation commences with a free trial of 14 days, for which no payment card is required.

6.2 Following the trial, Fees are payable monthly in advance by way of subscription.

6.3 The Fees are those published on the Snitch pricing page and displayed at checkout before the subscription begins. The Fee applicable to the Customer depends upon the plan tier determined under clause 7.

6.4 Payments are processed by Stripe, which acts as merchant of record and seller of record for subscriptions to the Service. Stripe issues the invoices and receipts for those subscriptions, and is responsible for calculating, collecting and remitting applicable value added tax and other sales taxes.

6.5 Fees are displayed exclusive of such taxes, which are calculated and applied at checkout.

6.6 Payments, invoices, cancellations and refunds are administered through the Stripe billing portal accessible from the Service.

6.7 Snitch may revise the Fees on not less than 30 days' notice to workspace administrators. A revision takes effect at the start of the next Subscription Term.

7. Headcount and plan tiers

7.1 “Headcount” means the number of active human members of the Customer's Slack workspace. Bot users, deactivated accounts and guest or restricted accounts are excluded from the calculation.

7.2 Headcount is measured on installation and thereafter each night.

7.3 Where Headcount exceeds the applicable tier, Snitch shall notify the workspace administrator and request that the plan be varied. Snitch shall not withdraw access during a Subscription Term for which Fees have been paid by reason of an increase in Headcount.

8. Expiry and non-payment

8.1 Where a trial expires without a subscription being taken, or a subscription lapses, no Customer Data shall be deleted.

8.2 In such circumstances the chart shall remain viewable within the Customer's workspace, and the bot shall cease asking and answering questions, responding instead with a notice to subscribe. Full functionality shall be restored on commencement of a subscription.

9. Cancellation and refunds

9.1 The Customer may cancel at any time through the Stripe billing portal referred to in clause 6.6, or by removing the Service from Slack.

9.2 A subscription continues until the end of the Subscription Term then in effect. Fees paid in respect of a partial month are not refundable, save where refund is required by applicable law.

9.3 Where a refund is due, it is issued through Stripe to the payment method used for the subscription.

10. No system of record

10.1 The Service reports information supplied by the Customer's personnel and does not constitute a system of record.

10.2 The Customer shall not rely on the Service for payroll, legal, immigration or compliance purposes, or in connection with any decision concerning a person's employment. Information carrying legal or financial consequence must be verified against the source the Customer treats as authoritative.

11. Acceptable use

11.1 The Customer shall not, and shall procure that its users do not:

• use the Service to harass, single out, surveil or exert pressure upon any person;
• submit to the Service any data which it has no right to process, or construct a chart of an organisation of which it does not form part;
• resell, sublicense, scrape, decompile or reverse-engineer the Service, or attempt to obtain access to another workspace's data;
• interfere with or overload the Service, or circumvent the authentication protecting any chart.

11.2 Snitch may suspend access where it reasonably believes this clause 11 has been breached, and shall notify the Customer of the reason for suspension.

12. Availability and modification

12.1 Snitch shall use reasonable endeavours to keep the Service available but does not offer a service level or uptime guarantee.

12.2 The Service depends upon Slack and other third-party providers, whose availability is outside Snitch's control.

12.3 Snitch may modify or withdraw features of the Service, and shall give workspace administrators reasonable notice of any material change.

13. Intellectual property

13.1 All intellectual property rights in the Service, including its software, brand and design, are and shall remain the property of Snitch.

13.2 The Agreement grants the Customer no rights in the Service other than the right of use expressly conferred by clause 3.2, and grants Snitch no rights in Customer Data other than those required to provide the Service.

13.3 The Customer may submit feedback concerning the Service. Snitch may use such feedback without restriction or obligation.

14. Warranties and disclaimers

14.1 Each party warrants that it has the power and authority to enter into the Agreement.

14.2 Snitch warrants that it shall provide the Service with reasonable skill and care.

14.3 Save as expressly set out in the Agreement, and to the fullest extent permitted by law, the Service is provided on an “as is” basis and all warranties, conditions and terms implied by statute or common law are excluded, including any implied warranty of satisfactory quality, fitness for a particular purpose or non-infringement. Snitch does not warrant that the Service will be uninterrupted or error free, or that the chart will be accurate, the chart being derived from information supplied by the Customer's personnel.

15. Indemnity

15.1 The Customer shall indemnify Snitch against all liabilities, costs and reasonable expenses arising out of any third-party claim resulting from the Customer's breach of clause 4, clause 11 or applicable law, or from the Customer Data.

15.2 Snitch shall notify the Customer promptly of any such claim and shall not settle it without the Customer's consent, such consent not to be unreasonably withheld.

16. Limitation of liability

16.1 Nothing in the Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which cannot lawfully be excluded or limited.

16.2 Subject to clause 16.1, neither party shall be liable for indirect, incidental, special or consequential loss, nor for loss of profit, loss of business, loss of anticipated savings or loss or corruption of data.

16.3 Subject to clause 16.1, the total aggregate liability of each party under the Agreement in any period of twelve months shall not exceed the Fees paid by the Customer to Snitch during that period.

17. Term and termination

17.1 The Agreement commences on installation and continues until terminated in accordance with this clause 17.

17.2 The Customer may terminate at any time by removing the Service from Slack.

17.3 Snitch may terminate the Agreement where the Customer commits a material breach of it, or fails to pay Fees when due, and does not remedy that breach within 14 days of written notice requiring it to do so.

17.4 On termination Snitch shall cease processing Customer Data and shall, on request, delete it in accordance with the Privacy Policy. Clauses 13, 15, 16 and 20 survive termination.

18. Amendments

18.1 Snitch may amend these Terms from time to time. The date stated above shall be updated on each amendment.

18.2 Workspace administrators shall be notified in Slack before any material amendment takes effect. Continued use of the Service thereafter constitutes acceptance of the amended Terms.

19. General provisions

19.1 Entire agreement. The Agreement constitutes the entire agreement between the parties and supersedes all prior arrangements relating to its subject matter.

19.2 Assignment. Neither party may assign the Agreement without the other's prior written consent, save that Snitch may assign it to a successor in connection with a merger or sale of substantially all of its assets.

19.3 Severability. If any provision is held to be invalid or unenforceable, the remaining provisions continue in full force and effect.

19.4 Waiver. No failure or delay in exercising a right constitutes a waiver of that right.

19.5 Notices. Notices to the Customer may be given by Slack message to a workspace administrator or by email. Notices to Snitch shall be sent to the address in clause 21.

19.6 Force majeure. Neither party is liable for failure to perform caused by an event beyond its reasonable control.

19.7 Third parties. A person who is not a party to the Agreement has no right to enforce any of its terms.

20. Governing law and jurisdiction

20.1 The Agreement and any dispute arising out of or in connection with it are governed by the laws of Romania.

20.2 The courts of Romania have exclusive jurisdiction, without prejudice to any mandatory rights available to a consumer in their place of residence.

21. Contact

21.1 Enquiries concerning these Terms should be addressed to hello@snitchforslack.com.