Introduction
These Terms of Use (“Terms”) govern your access to and use of the Smartes NetSuite for Outlook add-in and related services (collectively, the “Services”) provided by Smartes Solutions (“Provider,” “we,” or “us”). By installing or using the Services, you (“Customer” or “you”) agree to be bound by these Terms. If you do not agree, do not use the Services.
These Terms constitute a binding legal agreement between you and Provider.
The Services integrate with third-party applications (including but not limited to Microsoft Outlook and NetSuite) to facilitate data access, synchronization, and related functionality.
By installing, accessing, or using the Services, you acknowledge that you have read, understood, and agreed to these Terms.
Definitions
For the purposes of these Terms:
“Affiliate” means any entity that controls, is controlled by, or is under common control with a party.
“Customer Data” means any data, information, or content transmitted, stored, or otherwise processed through the Services by or on behalf of Customer.
“Documentation” means any technical or end-user materials provided by Provider related to the Services.
“End User” means an individual authorized by Customer to access or use the Services.
“Personal Data” means any information relating to an identified or identifiable natural person, as defined under applicable law.
“Services” refers to the Smartes NetSuite for Outlook add-in and related functionality.
“Third-Party Services” means any external platforms or software integrated with or used in conjunction with the Services.
1. License Grant and Use
1.1 License
We grant you a limited, non-exclusive, non-transferable, revocable license to use the Add-in within Microsoft Outlook, for the purpose of integrating and displaying your organization’s NetSuite data and capturing emails into NetSuite, subject to these Terms.
1.2 Permitted Uses
You may use the Add-in to:
Display NetSuite records, data, and insights within Outlook (in the manner configured by your organization).
Sync or “capture” emails from Outlook into NetSuite records (if enabled by your organization).
Customize which fields or record types appear in Outlook based on your organization’s configuration.
1.3 Restrictions
You must not:
Reverse engineer, decompile, or disassemble the Add-in.
Modify or create derivative works of the Add-in.
Redistribute, resell, lease, sublicense, or otherwise permit third parties to use the Add-in.
Use the Add-in in any way that violates applicable laws or third-party rights.
Circumvent or disable any technical protections or security features.
Use the Add-in in a way that interferes with or degrades any other services or systems.
2. Data We Store
To provide and operate the Add-in, we may store limited information, specifically:
NetSuite Account ID – links Outlook with your organization’s NetSuite instance.
Outlook Account ID – associates your Outlook user with NetSuite functionality.
Suitelet URL – enables integration between Outlook and NetSuite.
Email Address – used for authentication, support, and communications related to the Add-in.
We do not store email message content or NetSuite record data unless explicitly required by your organization’s configuration.
2.1 Confidentiality
Definition. “Confidential Information” means any non-public information disclosed by either party (“Disclosing Party”) to the other (“Receiving Party”) that is identified as confidential or would reasonably be understood to be confidential, including business, technical, and product information.
Obligations. The Receiving Party agrees to protect the Confidential Information with the same degree of care it uses to protect its own confidential information, and not to disclose it to any third party except as necessary to perform its obligations under these Terms.
Exclusions. Confidential Information does not include information that:
Is or becomes publicly available without breach of these Terms;
Was lawfully known to the Receiving Party before disclosure;
Is independently developed by the Receiving Party without use of or reference to the Confidential Information; or
Must be disclosed under applicable law, provided the Receiving Party gives prompt notice and cooperates in any effort to limit or protect the disclosure.
Survival. Confidentiality obligations survive termination of these Terms.
3. Your Responsibilities & Data Control
3.1 Organization Control
Your organization (or administrator) manages the connection between Outlook and NetSuite, including which fields or record types are exposed, which users have access, and how emails are captured.
3.2 Data Ownership & Privacy
You retain ownership of all your data in NetSuite and Outlook.
The Add-in does not store your emails or NetSuite data on Smartes servers; it retrieves and displays data in real time.
We do not access or view your emails or NetSuite data except as necessary to deliver the Add-in’s intended functionality, and only in accordance with your organization’s configuration.
3.3 Compliance & Permissions
You are responsible for ensuring that your use of the Add-in complies with:
Your organization’s IT, security, and privacy policies.
Microsoft’s Terms of Use and policies.
NetSuite’s terms of service and usage policies.
Applicable laws (e.g., data protection, privacy, export control).
3.4 Data Protection and Privacy
We will process personal data in connection with your use of the Add-in in accordance with our Privacy Policy, which is incorporated by reference into these Terms.
You acknowledge and agree that:
We may process Customer Data as a data processor to provide the Add-in;
We may use subprocessors subject to appropriate contractual protections;
You remain responsible for obtaining all necessary rights and consents to provide Customer Data to us.
4. Communications & Marketing
By installing and using the Add-in, you acknowledge and agree that:
We may contact you at the email address you provide for support, account updates, and service notifications.
We may also contact you for marketing purposes, promotional materials, and surveys, unless you opt out.
You can opt out of marketing communications at any time by contacting us.
5. Updates, Availability & Support
Updates & Modifications – We may update, enhance, or modify the Add-in (including adding or removing features). We may also discontinue the Add-in.
Availability – While we aim for reliable access, we do not guarantee that the Add-in will be uninterrupted or error-free. Maintenance or updates may affect availability.
Support – We may provide support services at our discretion but are not obligated to do so.
6. Warranty Disclaimer
The Add-in is provided “as is” and “as available”, without warranties of any kind, express or implied. We disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Add-in will meet your requirements, be error-free, or operate without interruption.
We represent and warrant that:
We have the right to grant the license to the Add-in;
The Add-in will substantially conform to the documentation we provide;
To our knowledge, the Add-in does not infringe third-party intellectual property rights;
We will use commercially reasonable efforts to ensure the Add-in is free from malicious code.
You represent and warrant that:
You have the legal authority to accept these Terms;
You will use the Add-in in compliance with applicable law;
You are responsible for any use of the Add-in under your account.
7. Limitation of Liability
No Consequential Damages – To the maximum extent permitted by law, Smartes Solutions will not be liable for indirect, incidental, special, punitive, or consequential damages (including lost profits, data, or business interruption).
Cap on Liability – Our aggregate liability will not exceed the lesser of (a) the amount you paid for the Add-in (if any), or (b) USD $100 (or equivalent local currency), unless prohibited by law.
These limitations shall apply whether the claim is based on contract, tort, negligence, strict liability, or otherwise.
Each party agrees to:
Use Confidential Information solely for performing its obligations under these Terms;
Protect it using reasonable technical and organizational measures;
Not disclose it to third parties except as required by law or as permitted in writing.
Confidentiality obligations remain in effect for five (5) years after disclosure, and indefinitely for Customer Data until its deletion.
All legal notices under these Terms shall be in writing and deemed delivered when sent by email to the contact address provided by the other party.
8. Indemnification
You agree to indemnify and hold harmless Smartes Solutions (including its officers, employees, and agents) against any claims, liabilities, damages, or expenses arising from your use of the Add-in, your violation of these Terms, or your violation of third-party rights.
The indemnified party must provide prompt notice of any claim, allow the indemnifying party to control the defense, and cooperate reasonably. Neither party may settle a claim without the other’s prior written consent if it imposes obligations on the other.
9. Governing Law & Dispute Resolution
These Terms are governed by the laws of The State of Texas, USA, without regard to conflict of law rules.
Disputes must first be addressed through good-faith negotiation. If unresolved, disputes may be handled via arbitration (or through court if arbitration is not permitted by local law).
10. Changes to Terms
We may update or modify these Terms from time to time. We will provide notice of material changes by posting the revised Terms on our website or notifying you through the Add-in. Continued use of the Add-in after the effective date of updated Terms constitutes acceptance of the changes.
11. Assignment and Entire Agreement
You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger or sale of assets.
These Terms, together with any applicable documentation, constitute the entire agreement between you and Smartes Solutions with respect to the Add-in and supersede all prior agreements.
12. Severability & Waiver
If any provision of these Terms is found invalid or unenforceable, it will be modified to the minimum extent necessary, and the remainder will remain in full effect. Our failure to enforce a provision does not waive our rights.
13. Term and Termination
These Terms will remain in effect until terminated. We may terminate these Terms if you materially breach any provision and fail to cure such breach within 30 days after written notice, or immediately if you become insolvent or violate applicable law.
Upon termination:
Your license to use the Add-in will end immediately.
You must stop using the Add-in and delete all copies in your possession.
Certain obligations — including confidentiality, indemnities, and limitation of liability — will survive termination.
14. Intellectual Property Rights
Provider and its licensors retain all right, title, and interest in and to the Services, Documentation, and all related intellectual property rights.
Customer acknowledges that no ownership rights are transferred under these Terms.
Customer shall not remove, alter, or obscure proprietary notices, trademarks, or other designations of origin in or on the Services.
Any suggestions, ideas, or feedback provided by Customer may be used by Provider without restriction or obligation.
15. Export Control and Sanctions
Customer agrees to comply with all applicable export control and trade sanctions laws, including those of the United States and other relevant jurisdictions.
Customer shall not export, re-export, transfer, or use the Services in violation of such laws or to any restricted or sanctioned country or entity.
16. Force Majeure
Neither party shall be liable for any failure or delay in performance under these Terms due to causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, wars, terrorism, or Internet or power outages.
Performance obligations shall be suspended for the duration of the force majeure event.
17. Third-Party Services
The Services may interoperate with or rely on Third-Party Services.
Provider does not control and is not responsible for the availability, functionality, or security of any Third-Party Services.
Customer’s use of Third-Party Services is governed by the applicable third-party terms, and Provider disclaims all liability related thereto.
18. Language and Interpretation
These Terms are drafted in the English language, which shall prevail in the interpretation of the Terms.
Headings are for convenience only and do not affect interpretation.
Any ambiguities shall not be construed against the drafting party.
19. Contact Us
If you have questions about these terms, please contact:
Smartes Solutions
Email: support@smartes.solutions