Fair Usage Policy
As part of our commitment to providing high-quality and reliable service, Optimy provides a Fair Usage Policy (“FUP”) that the Customers must follow in order to access and use the Optimy Platform and the Services.
Article 1. Introduction
By using or accessing the Platform and abiding to the Services, the Customer agrees to this Policy, which is incorporated by reference into the Agreement between the Customer and Optimy.
Article 2. Why do we have a FUP?
Optimy is used by a number of customers. Customer’s usage of Optimy’s SaaS Products is monitored on a continued basis in order to ensure Fair Usage. If a customer generates an exceptionally high load over a short period of time, it may affect other customers’ use of the Platform. This FUP aims at preventing improper use of the software in order to provide to every customer a high-quality experience.
Article 3. Limitations
3.1. Optimy reserves the right to restrict the volume of transactions to be processed by a customer in order to protect use of the Platform for other customers.
3.2. Optimy’s Fair Functional Limitations
3.3. To the extent that it has control, the Customer agrees not to exceed the reasonable fair use limitations established above.
Article 4. Responsibility
If the Customer’s usage of the Optimy Platform results in an activity exceeding the limitations or is contrary to the guidelines set forth in this FUP, the Customer shall take full responsibility for all remedial actions and direct costs incurred.
Article 5. Enforcement of FUP
If Optimy considers that the Customer’s use of the Platform is either abusive or in violation of the current FUP , Optimy reserves the right to (i) prevent, (ii) suspend or (iii) terminate any Customer’s use of the Platform at any time, with notice, in conformity with article 21.1.ii and article 23.1 of Optimy’s Terms of Service.
Article 6. FUP Updates
3.1. Optimy reserves the right to modify the present FUP at any time. In such a case, Optimy shall give a prior notice of update to the Customer (“Notice of update”) by using the contact details of the person referred to as “the Primary contact” in the Order Form. Would the Customer wish to receive such a Notice of update on a different email address, the Customer shall duly inform Optimy of such a change at legal@optimy.com. In the event where the Customer does not receive a Notice of update sent by Optimy as a result of negligence towards this obligation, the Notice of update shall not be considered invalid.
3.2. In case the Customer wishes to oppose the modifications mentioned in the Notice of update, the Customer shall advise Optimy of its intention within 15 (fifteen) calendar Days from the reception of the Notice of update, by email to legal@optimy.com or in writing by registered letter (“Notice of rejection”). The Customer shall evidence how the modifications carried out by Optimy materially affect the rights of the Customer in a detrimental way, within 15 (fifteen) calendar Days from the date of the Notice of rejection. In such a case, the then-current Terms of service shall remain applicable until the next renewal of the Agreement, unless otherwise agreed by the Parties. If no such evidence is provided within such a period of time, the update of the Terms of service will apply as from the 15th Day after the Notice of Update.
3.3. In case the Customer does not send a Notice of rejection within the time frame and conditions mentioned in paragraph 3.2, the Customer shall be deemed to have accepted the new version of the Terms of service. From 15 (fifteen) Days after the Notice of update, the new version of the Terms of service shall be enforceable as part of the current Agreement.
3.4. If provisions of the Order Form contradict provisions of the Terms of service in whole or in part, the provision of the Order Form shall take precedence.
3.5. Specific contractual terms listed in the Order form cannot be modified by a modification of the generic Terms of service and can only be modified by a written agreement between the Parties.
Article 7. Effectiveness
This Fair Usage Policy (FUP) will be considered effective as soon as an order form binding the Customer and Optimy is signed, with reference to the present terms (“Fair Usage Policy”).
