General Terms and Conditions

Article 1. Applicability

These General Terms and Conditions ExportData apply  to all quotations, order confirmations and agreements of ExportData B.V., established at Broekhorst 3 in Heelsum, hereinafter referred to as the Supplier. The Client means the natural person or legal entity who has given the Supplier the assignment to deliver products and / or services or who has entered into an agreement with the Supplier.

 

Article 2. General

1. All offers and prices are without obligation, unless expressly stated otherwise in the offer. The agreement between the Client and the Supplier enters into force when the Supplier has confirmed the assignment issued by the Client in writing or by electronic mail to the Client, or when the Supplier has received one copy of the agreement signed by both parties.

2. Any purchase or other conditions of the Client are never part of the agreement.

3. The Client is not permitted to transfer rights or obligations from instructions to or agreements with the Supplier and / or the applicable conditions to third parties.

4. If any provision of these general terms and conditions is null and void or is nullified, the other provisions in these general terms and conditions will remain in full force and the Supplier and the Client will consult in order to agree on new provisions to replace the null and void or nullified provisions, whereby as much as possible the purpose and the tenor of the void or destroyed provision are taken into account.

 

Article 3. Online Services

a. Right of use

1. The Supplier hereby grants the Client the non-exclusive and non-transferable right to use the Online Service solely for the benefit of the Client's business operations. The right of use also includes the right to use the documentation belonging to the Online Service. The right of use starts at the time the agreement is concluded. This right of use ends under all circumstances with effect from the date on which the agreement ends.

2. The Client shall only use the Online Service and the online portal (definition: the website with which the Online Service is made accessible to the Client), i.e. the website of the Supplier or its hosting partner, to which users gain access by means of login data, in accordance with the provisions in the order confirmation or agreement and these General Terms and Conditions. Users are only meant to be designated employees of the Client.

3. The Client is not permitted to use the Online Service and / or the online portal, to which users gain access by means of log-in data, for the benefit of any other (legal) person than the Client and its designated employees.

4. The Supplier is entitled to make innovations in the online service at its own discretion. The Supplier shall inform the Client in time of the processing of updates and / or upgrades insofar as they are of importance for the use of the online service, all this to the sole discretion of the Supplier. This communication will only take place via the online portal.

b. Duration and duration Online Service

1. The Online Service Agreement takes effect in accordance with the provisions in these General Terms and Conditions and has a term of twelve months. The agreement will then be legally extended by a period of twelve months, unless one of the parties has informed the other party in writing, no later than two months before the end of the current calendar year, that it does not want to extend the agreement. Termination of the agreement by one of the parties must be done by registered mail and with notice of receipt.

2. Upon termination of the Online Service Agreement, the Supplier has the right to block access to the Online Service. Upon termination of the agreement, the Supplier shall not refund any reimbursements to the Client for any reason whatsoever, even if these relate to prepaid amounts.

 

c. Fees

1. The Client may owe several fees to the Supplier under the Online Service Agreement. These may consist of a one-off fee for, among other things, the start-up of the online service, a periodic fee for, among other things, the maintenance of the Online Service and a fee per set units or number of transactions. The agreements regarding these fees are included in the Online Service Agreement.

2. The fees payable for the Online Service may be increased annually by the Supplier in accordance with the rise in the consumer price index (cpi), which is determined by the Central Bureau for Statistics. This price increase can take place without prior notice from the Supplier and without the Client being able to terminate the agreement due to the price increase referred to in this paragraph, c.2., of this article.

3. The Supplier must have communicated this price increase to the Client in writing no later than three months before the end of the current year. If the Supplier has not complied with this, the fee due for the agreement for the following year can only be increased as described in paragraph c.2. of this article.

4. Without prejudice to the provisions in paragraph c.2. e, c, 3. the Supplier has the right, when it is confronted with surcharges, levies, etc. imposed by the government or subcontractors, which relate to the products and / or services of whatever nature to be supplied by the Supplier, to be passed on directly to the Client.

d. Obligations Client and / or users

1. The Client is not permitted to use the Online Service in violation of statutory provisions, the Online Service Agreement and / or these General Terms and Conditions.

2. The Client is responsible and liable for the content and correctness of the data that he has placed with the Supplier through the Online Service.

3. The Supplier shall make a free storage space available for the Client determined in the agreement per Client. If the limit is exceeded, the Client will owe an additional fee according to the most recent price list from the Supplier. The Supplier is entitled, without prior permission from the Client, to reduce or expand the specific free storage space at any time.

4. The Client himself is responsible for the optimal functioning of his systems and software for the use of the online service.

e. Access

1. To gain access, the Client must have authentication data. The Supplier grants the Client access to the Online Service on the basis of the authentication data.

2. The Client is responsible for and must handle the authentication data carefully. The authentication data are not transferable and may not be used outside the organization of the Client.

3. In the event of loss and / or theft of the authentication data, the Client must report this immediately to the Supplier. After notification, the Supplier will immediately block access to the Online Service.

4. Upon termination of the Online Service Agreement, the Supplier will permanently block access on the basis of the Client's authentication data.

5. If the Supplier establishes or has reasonable grounds to suspect that unauthorized persons may make use of the Online Service or if the Supplier is informed of such use in writing or orally, the Supplier is entitled to immediately block access to the Online Service. , without the Supplier being liable to pay compensation vis-à-vis the Client in this matter. The Supplier will inform the Client of such a blocking.

f. Technical security

1. The Supplier grants the Client access to an internet server by means of a secure connection for the use of the Online Service. The Supplier has the right to change the (technical) requirements and safety measures during the contract period. The Client will be informed of such an amendment no later than ten working days before it has to be fulfilled, unless a shorter period is required in connection with (possible) security incidents.

2. The Supplier shall wherever reasonably possible ensure adequate security of the Online Service and the server (s) used by it, whereby its effort is based on what is reasonable against the background of the state of the art, the sensitivity of the online Service’s stored data, the level of the fee received for the provision and without the Supplier's own responsibility being removed by the efforts of the Supplier for adequate security of its own systems, data and other information that may or may not be privacy-sensitive.

3. The parties will make every reasonable effort to adequately secure the information provided to them in the context of these terms and conditions or through third parties. Parties undertake not to use information obtained from the other party for any other purpose or in any other way than for the purpose for which and the manner in which the data were provided.

4. The supplier or a third party engaged by the Supplier will manage the online service within the framework of these conditions. Management means, among other things, keeping the Online Service operational as much as possible during the usual working hours, regularly making a backup, installing updates and monitoring performance and security.

5. If the Client's information is lost or damaged as a result of the careless or improper use of the Online Service by or on behalf of the Client, the Supplier shall never be obliged to repair any lost or damaged data or compensation for any damage caused thereby, without prejudice to moreover, it has been determined with regard to the exclusion and limitation of the Supplier's liability. However, the Supplier will, if possible, take care of the restoration of the most recent backup of the online service. The costs for this recovery will be charged to the Client at the then applicable rates of the Supplier.

6. The Supplier is not liable for errors and / or damage caused by the migration of data to the Online Service, or due to errors in the import or late importation by the Client.

g. Conductor conditions

1. In its activities, the Supplier is dependent on the cooperation, services, services and deliveries from suppliers where the Supplier cannot exercise direct influence. These include, but are not limited to, suppliers of connections and datacentres. The Supplier can therefore in no way be held liable for any damage whatsoever arising from the (temporarily or otherwise) stopping or incorrect and / or complete functioning of the co-operation, services, services or deliveries of these suppliers. The Supplier will make every reasonable effort to prevent and / or limit possible damage.

2. The Client shall indemnify the Supplier against claims from suppliers in respect of damage that has arisen in any way by unlawful or careless use of the services and resources provided by the relevant supplier.

3. Without prejudice to the provisions in paragraph g.1 and paragraph g.2 of this article, the Supplier may invoke the delivery conditions of the supplier to which the Supplier can invoke the supplier.

h. Protection of personal data

1. The Client guarantees that he will act in accordance with the Personal Data Protection Act and will comply with or comply with all obligations ensuing from the relevant legislation.

2. The Client guarantees the legality of the use of personal data, processing, archiving, the purpose of the use and the exchange of personal data and any other use as resulting from the use of the Online Service by users or other persons whose actions can be attributed to the Client.

3. The Client shall indemnify the Supplier against any claim from third parties, including the Data Protection Authority or individuals, with regard to non-fulfilment of the Client's obligations under the Personal Data Protection Act or other statutory provisions, except for intent or gross negligence on the part of the Client.

4. The Supplier will not make any information available to third parties, unless the Supplier or its hosting partner is required to do so by or pursuant to the law.

i. Ownership of data

1. The data that the Client has entered via the Online Service are stored in a database that is managed by the Supplier or by a third party engaged by the Supplier.

2. The Client remains the owner of the data entered by it at all times. The Client remains responsible at all times for the fulfilment of statutory storage obligations or retention periods of the Client's data. The Supplier does not accept any liability in this matter.

3. Except as explicitly stated in the Online Service Agreement, the Client cannot claim any guarantees, promises, conditions with regard to the Online Service and the Supplier hereby rejects all other warranties, commitments or conditions, either explicitly, implicitly or pursuant to the law.

 

Article 4. Consultancy Services

a. Definition

The provision of services in the field of automation is understood to mean the performance of work commissioned or performed by the Supplier on other grounds, or which should be performed. These activities include, but are not limited to advice, implementation support, support, conversion support, development of forms, description of work processes and secondment with regard to automation. All the foregoing in the broadest sense of the word and in any case including the activities as stated in the order confirmation or agreement.

b. Assignment or agreement

1. The order confirmation or agreement states which activities are performed by the Supplier for the Client. In consultation with the Client, the Supplier will determine what parties expect from each other in respect of the service provided by the Supplier and what the responsibilities of the parties are.

2. The Supplier will perform the work to the best of its ability and will observe the due care that may be expected from the Supplier. The Client and the Supplier jointly ensure proper execution of the tasks and responsibilities as described in the order confirmation or agreement. Parties maintain intensive contact with each other regarding the execution of the assignment or agreement.

3. The order or agreement is based on the information provided by the Client to the Supplier. The Client is responsible for providing all essential information for the design and execution of the service to the best of its knowledge.

Article 5. Price, invoicing and payment

1. The amount owed by the Client to the Supplier is recorded in the order confirmation or agreement between the Client and the Supplier to which these general terms and conditions apply.

2. All prices and rates are exclusive of sales tax (VAT) and other levies that are imposed by the government, unless stated otherwise. All prices and rates are always set in Euro, unless stated otherwise.

3. Invoicing by the Supplier to the Client takes place at delivery or at partial delivery by the Supplier unless otherwise agreed.

4. The Supplier uses a validity for prepaid payments of twelve months from the time of purchase for Online Services and subscription services. Prepaid and unused fees are never exchangeable or transferable to the Supplier or to other Clients.

5. Payment must take place within 30 days of the invoice date, unless otherwise agreed.

6. From the moment that the Client exceeds the payment term, he will owe statutory interest for each month or part thereof. Furthermore, all extrajudicial and judicial costs connected with the collection of any amount owed by the Client are at the expense of the Client. The extrajudicial costs can be set at 15% of the amount owed by the Client, with a minimum of € 75.00, without prejudice to the right of the Supplier to make use of - whether or not using the possibilities provided for by the law - full compensation of to claim costs, damage and / or fines from the Client.

 

Article 6. Confidential information

Parties undertake to maintain confidentiality towards each other with regard to all data of the other party, about which they and / or their employees will take notice in the execution of the agreement (s) and of which they have indicated, or of which the other party knows or can reasonably know that confidentiality is required.

Article 7. Maintenance and warranty

1. The Supplier monitors and maintains the equipment and systems it uses and makes every effort to ensure that the capacity of this equipment and systems is such, that normal use does not lead to malfunctions. The Supplier can, at any time (temporarily), decommission (parts of) the Online Service for the elimination of malfunctions and / or the maintenance.

2. The Supplier will not provide any guarantee on the services it has provided, but will make maximum efforts wherever reasonably possible in order to resolve any faults and / or faults without delay where possible.

3. The Supplier shall make every effort to ensure that a daily backup is made of the data that the Client has entered via the Online Service, but does not bear any liability and / or responsibility for any loss of data and the resulting consequential damage. There is a storage history of up to three months for the back-up according to a backup schedule.

4. The Supplier makes every effort to ensure that the data that the Client has entered through the Online Service is protected as well as reasonably possible against loss, theft, unauthorized access and modification by non-users.

5. Except for the provision of support or the rectification of errors, the Supplier avoids looking as far as possible of the data that the Client has placed with the Supplier or its hosting partner through the Online Service.

Article 8. Liability

1. The Supplier only accepts liability insofar as this appears from this article.

2. In the case of attributable shortcoming in the fulfilment of the agreement, the Supplier is only liable for replacement compensation, that is to say reimbursement of the value of the omitted performance. Any liability of the Supplier for any other form of damage is excluded, including additional compensation in any form whatsoever, compensation for indirect damage or consequential loss or damage due to lost profits. Furthermore, the Supplier shall in no case be liable for delay damage, damage due to loss of data, damage due to exceeding delivery periods as a result of changed circumstances, damage resulting from the provision of defective cooperation, information or materials by the Client and damage due to information provided by the Supplier or opinions whose content is not expressly part of a written agreement. The Supplier shall in no case be liable if the Client makes changes or has it made by third parties to the products and / or services supplied by the Supplier. This also includes the use for purposes to which the products and services have not been delivered.

3. The compensation to be paid by the Supplier due to attributable shortcoming in the fulfilment of an agreement shall under no circumstances exceed the total of the amounts invoiced on the basis of that agreement (excluding VAT) and the amounts not yet invoiced (excluding VAT) for goods already delivered. products or services that the Supplier could have already invoiced on the basis of that agreement. If there is an agreement that is legally extended by one year each time, the compensation due to attributable shortcoming will be at most the amount owed per year for the contract (excluding VAT). The compensation for imputable shortcoming will in no case exceed the price (excluding VAT) stipulated in the relevant agreement for the performance of the Supplier in the period of 3 months prior to the default of the Supplier. The in this paragraph c., the amounts and prices referred to are reduced by credits stipulated by the Client and granted by the Supplier.

 

4. In the event of intent or gross negligence on the part of the Supplier, employees or subordinates for which the Supplier can be held legally liable, the compensation will in no case amount to more than the insured amount per event causing damage, whereby a series of connected events counts as one event.

5. Liability of the Supplier for damage caused by a wrongful act other than referred to in paragraph d., this article is explicitly excluded. If and insofar as this cannot be invoked, the compensation per event where a series of related events counts as one event - will in no case exceed the price (excluding VAT) stipulated in the agreement between the parties in the context of which the event has occurred or, failing that, the agreement that applies between the parties at the time of the damage, but never more than the insured amount. If there is an agreement that is legally extended by one year each time, the compensation due to attributable shortcoming will be at most the amount owed per year for the contract (excluding VAT).

6. A condition for the existence of any right to compensation is that the Client must notify the Supplier in writing as soon as reasonably possible after the damage occurred.

7. With due observance of the provisions in paragraphs a. through f. of this article, to the extent that legal liability would be established, the Supplier shall in any event limit any liability to the amount that is paid out under the supplier's business liability insurance in the relevant case. In all cases in which liability is legally established on the grounds of this article, the Client is only entitled to compensation of damage if and insofar as the insurance of the Supplier in the relevant case gives entitlement to payment.

8. The Supplier is not liable for the damage that the Client suffers due to a defect in the performance of the agreement or assignment to which these conditions apply.

9. The Client indemnifies the Supplier against all damage and possible claims of third parties that may arise from any other use of an Online Service of the Supplier than the use as permitted.

10. The Supplier is in no case liable for consequential damage.

 

 

Article 9. Intellectual and industrial property

All intellectual and industrial property rights to all software, hardware, training materials or other materials, such as analyses, designs, documentation, reports, quotations and preparatory material, developed or made available by the contract or agreement shall exclusively vest in the Supplier, its suppliers or its licensors. The Client cannot assert any claims in this respect. The Client only obtains the rights of use and powers that are expressly granted in these conditions or otherwise. The Client will not multiply or copy the software and / or other named materials. The Client is only permitted to make copies of the software or other materials for his own use and back-up purposes. The Client can never claim the delivery of the source code of the software, nor for standard software, nor for software that has been adapted by the Supplier to the wishes of the Client or software that has otherwise been adapted, other than on the grounds of the stipulations of an agreement between the parties, on the decided escrow agreement.

 

Article 10. Obligations of the Client

1. The Client shall ensure that the Supplier obtains sufficient facilities and sufficient support from the Client's employees for the execution of the assignment. The Client shall always provide the Supplier in a timely manner with all data and information that is useful and necessary for the proper performance of the agreement and shall provide full cooperation for this purpose.

2. The Client is responsible for the use and application of the software, the hardware and the services to be provided by the Supplier in its organization, as well as for the control and security procedures and adequate system management.

3. If the necessary data for the execution of the order or agreement are not available, not timely or not at the Supplier's disposal in accordance with the agreements or if the Client does not meet its obligations in any other way, the Supplier shall in any case have the right to suspend the execution of the assignment or agreement and the right to charge the resulting costs according to his usual rates.

 

Article 11. Dissolution

1. The parties have the right to dissolve the contract or agreement in whole or in part with immediate effect if the other party fails to fulfil any obligation under this agreement which is of such serious nature that continuation of the agreement cannot reasonably be required of the terminating party and the A renouncing party, after it has been given notice of default by registered letter and a reasonable period has been set to still comply, negligently continues to comply with this obligation or take appropriate steps to correct it.

2. The Supplier may terminate the agreement in whole or in part with immediate effect in writing with immediate effect if the Client is declared bankrupt, if the Client applies for or is granted a suspension of payment or if the Client is otherwise unable to meet his payment obligations. The Supplier shall never be obliged to pay any compensation in respect of the dissolution as referred to in the previous sentence.

3. If the Client has already received services for the performance of the agreement at the time of the dissolution, the Client may only partially dissolve the agreement and only for that part that has not yet been executed by the Supplier. Amounts that the Supplier has invoiced before the dissolution in connection with what he has already performed or delivered in execution of the agreement remain due and will become immediately due and payable at the time of the dissolution.

4. Dissolution of the agreement takes place by registered letter with acknowledgment of receipt to the other party.

 

Article 12. Other provisions

1. Changes or additions to these General Conditions ExportData or the other terms and conditions of the Supplier are only valid insofar as these have been agreed in writing.

2. Dutch law applies to orders and / or agreements between the Supplier and the Client.

3. Use of the goods delivered by the Supplier shall take place at the expense and risk of the Client.

4. Notifications that the parties will make to each other pursuant to this agreement shall take place in writing or by electronic mail. Verbal notices, commitments or agreements are not binding on the parties, unless they have been confirmed in writing or by electronic mail.

5. In the event of force majeure, the obligations of the Supplier with respect to the execution of the assignment or agreement will be suspended for the duration of such force majeure, without the parties being obliged to pay any compensation in this respect. Force majeure means any circumstance beyond the direct influence of the Supplier or any circumstantially foreseeable circumstance, which temporarily or permanently prevents fulfilment of the Supplier's obligations with regard to the sale and / or delivery. Such circumstances include the full or partial default of third parties from whom goods and / or services are received.

6. The Supplier is entitled to transfer to third parties all rights and obligations arising from the assignment or agreement to which these general terms and conditions apply.

 

Article 13. Disputes

Any dispute concerning the creation, the interpretation or the execution of the assignment or agreement to which these general terms and conditions apply and the orders / agreements that may ensue from this, as well as any other dispute concerning or in connection with these general terms and conditions or other Supplier's conditions, whether legal or factual, not excluded, will be settled by the competent court in Arnhem.