Terms & Conditions
Linktopay B.V. - COC: 81223862 (date 20201217)
Business names: Linktopay, JiffyCoursesOnline.
This document is a translation of the Dutch original. In any case of question or dispute, the Dutch original is leading
Article 1. DEFINITIONS
The terms written in capital letters in the General Terms and Conditions and in the Agreement have the following meaning (definitions in the singular have the same meaning as in the plural and vice versa), unless elsewhere in the General Terms and Conditions and / or the Agreement there is a different meaning awarded:
- Commencement Date: the date on which the Agreement is entered into by the Parties as stated in the Agreement.
- Account: the right of access to a user interface with which the Client can manage and configure (certain aspects of) the Services.
- Customer: a natural person or legal entity who has agreed with the Client that the Client will supply a product, digital content and / or service to the relevant natural person or legal entity against payment of an agreed fee to the Client.
- General Terms and Conditions: the present document.
- Service: the activity that the User will perform for the Client, as specified in the Agreement.
- Digital content: data that is produced and delivered in digital form.
- Duration Agreement: an Agreement that extends to the regular delivery of Products, Digital content and / or Services during a specific period.
- User: Linktopay B.V., trading under the name Linktopay or JiffyCoursesOnline, having its office in Leiden and registered with the Chamber of Commerce under Chamber of Commerce number 81223862.
- Linktopay application: a web application made available by the User to the Client under the Agreement for online facilitation of the receipt and processing of payments between the Client, the Client and / or Payment Service Provider, the functionalities of which are described by the User in the Agreement and / or on the Website.
- Client: the natural person or legal entity who has concluded an Agreement with User.
- Agreement: any agreement concluded between the User and the Client of which the General Terms and Conditions form part.
- Party: each party to the Agreement.
- Payment Service Provider: an institution that offers payment methods, initiates and / or processes payments and has entered into an agreement for this with the Client or Customer.
- Product: the movable item (s) that the User will deliver to the Client, as specified in the Agreement.
- In writing: by letter or e-mail and, insofar as it concerns the provision of information by the User to the Client, also by invoice, the Account or the Website.
- Training: a course, workshop, education, lecture, presentation or training provided or offered by the User.
- Website: www.linktopay.eu, www.linktopay.nl or any other website of the User.
- Work (s): All websites, (web) applications, software, functional designs, corporate identities, logos, templates, advertisements, marketing and / or communication plans, concepts, images, texts, sketches, documentation, advice, reports, training material and other productions of the mind related to the Service, as well as preparatory material thereof and the data carriers on which the materials are located.
Article 2. APPLICABILITY AND FORMATION
- These General Terms and Conditions apply to every offer and Agreement of the User with regard to the Product (s), Digital Content and Service (s) and form an integral part of every Agreement.
- These terms and conditions also apply to agreements with User, for the implementation of which User must involve third parties.
- The applicability of any purchase or other conditions of the Client is explicitly rejected. The conditions set out in these General Terms and Conditions and the Agreement apply. Deviations from the Agreement and / or the General Terms and Conditions are only legally valid if they have been confirmed in Writing by User.
- If one or more provisions in these General Terms and Conditions are at any time wholly or partially null and void or should be destroyed, the other provisions of these General Terms and Conditions will remain fully applicable. The User and the Client will then enter into consultation in order to agree on new provisions to replace the invalid or nullified provisions, whereby the purpose and scope of the original provisions are observed as much as possible.
- If there is uncertainty about the interpretation of one or more provisions of these General Terms and Conditions, the explanation must be "in the spirit" of these provisions.
- If a situation arises between the parties that is not regulated in these General Terms and Conditions, this situation must be assessed in the spirit of these General Terms and Conditions.
- In the event of a conflict between further agreements in writing confirmed by User within the meaning of paragraph 3 of this article and the Agreement and the General Terms and Conditions, the following order of precedence applies: (1) further agreements confirmed by User in Writing; (2) the Agreement, and (3) the General Terms and Conditions.
- If, for reasons of its own, the User does not always require strict compliance with the terms and conditions in the Agreement and / or these General Terms and Conditions, this will be done without obligation and this does not mean that the provisions thereof do not apply, or that the User has the right to some extent. would lose to require strict compliance with the provisions of the Agreement and / or these General Terms and Conditions in other cases. The Client cannot derive any rights from this for the future.
- In addition to the conditions included in the Agreement and in these General Terms and Conditions, Payment Service Providers have general and specific conditions that may apply to the Client. Insofar as the Client uses (a payment method of) a Payment Service Provider, it is the Client's own responsibility to take note of the terms and conditions of these Payment Service Provider (s) that apply to him / her. Client is fully responsible for compliance with these conditions. Should the Payment Service Provider make a claim against the Client for non-compliance with the terms and conditions, the User is never liable for this.
Article 3. OFFERS AND QUOTATIONS
- All offers or quotations from the User, as well as the prices, fees and periods stated by the User, are always without obligation and can be revoked by the User, unless explicitly stated otherwise.
- The Client guarantees the correctness and completeness of the information provided by or on behalf of the User to the User on which the User bases its offer or quotation.
- User cannot be held to his offer or quotation if the Client can reasonably understand that the quotation or offer, or any part thereof, contains an obvious mistake or clerical error.
- The prices stated in a quotation or offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the Agreement, including travel and accommodation, shipping and administration costs, unless explicitly stated otherwise.
- If the acceptance by the Client (whether or not on minor points) deviates from the offer included in the quotation or offer, the User is not bound by it. The Agreement will then not be concluded in accordance with this deviating acceptance, unless the User expressly indicates otherwise in writing.
- Verbal commitments only bind User after they have been explicitly confirmed in Writing.
- A composite quotation does not oblige User to perform part of the assignment against a corresponding part of the stated price. Offers or quotations do not automatically apply to future orders.
Article 4. IMPLEMENTATION
- The Client is responsible for complying with the laws and regulations applicable to its activities, the Agreement, the General Terms and Conditions and specific instructions from the User.
- Unless otherwise agreed in writing, User guarantees that the Service will be performed to the best of its knowledge and ability, applying sufficient care and craftsmanship. All this on the basis of the state of the art at that time. With regard to the Service (s) to be provided, the User only has a best efforts obligation and no obligation to achieve results.
- If and insofar as required for the proper execution of the Service, User has the right to have certain activities performed by third parties. The applicability of article 7: 404, 7: 407 paragraph 2 and 7: 409 BW is expressly excluded. Any related additional costs will only be passed on with the consent of the Client.
- If agreed, the user will provide the Client with access to an Account. The Account will be accessible by entering a password and username. Every action that takes place through the Account of the Client or an account created by the Client is deemed to have taken place under the responsibility and risk of the Client. If the Client suspects or should reasonably suspect or know that abuse of an Account is taking place, the Client must report this to the User as soon as possible so that he can take measures.
- The Client is obliged to do everything that is reasonably necessary and desirable to enable timely and correct delivery of the Product and / or performance of the Service. In particular, the Client shall ensure that all data and facilities, of which the User indicates that they are necessary or of which the Client should reasonably understand that they are necessary for the delivery of the Product and / or the execution of the Service, are provided to the User in a timely manner. made available.
- If work is carried out by the User or third parties engaged by the User in the context of the correct execution of the Service at the location of the Client or a location designated by the Client, the Client shall provide the facilities reasonably desired by those employees free of charge.
- If a term has been agreed or stated for the delivery of the Product and / or the performance of the Service, this will always be indicative and, unless it is explicitly stated in writing that it concerns a deadline, never a strict deadline. term. If a term is exceeded, the Client must therefore always give the User written notice of default. User must be offered a reasonable term to still execute the agreement.
- Exceeding agreed delivery times, for whatever reason, does not give any right to compensation, including damage due to delay.
- If during the execution of the Agreement it appears that it is necessary for a proper execution thereof to amend or supplement it, then the Parties will proceed to adapt the Agreement in good time and in mutual consultation. If the nature, scope or content of the Agreement, whether or not at the request or direction of the Client, of the competent authorities, etc., is changed and the Agreement is amended in terms of quality and / or quantity as a result, then this is also possible. have consequences for what was originally agreed. As a result, the originally agreed amount can also be increased or decreased. The User will provide a quotation of this in advance as much as possible. The originally stated term of execution may also be changed by an amendment to the Agreement. The Client accepts the possibility of changes to the Agreement, including changes in price and term of execution.
- If the Agreement is amended, including an addition, the User is entitled to implement it only after the Client has agreed to the price and other conditions stated for the implementation, including the time to be determined at that time on which it will be performed. will be given. Not or not immediately executing the amended Agreement does not constitute a shortcoming on the part of the User and is also no ground for the Client to terminate or dissolve the agreement.
Article 5. TRAINING AND EVENTS
- If the Service (partly) extends to providing Training by the User, the provisions of this article also apply. Where Training or Trainings is stated, Event of Events should also be read.
- Registrations for User Trainings are made in the order they are listed. If the registration only reaches the User after the maximum number of participants has been reached, the User will save the registration and still accept it if another participant drops out. The User will provide timely notification of this.
- User can refuse a Client or cancel the already confirmed registration of Client at its own discretion. The registration or cancellation will be confirmed by e-mail. There is no valid registration without explicit confirmation.
- User has the right to declare a registration as final when the fee for the Training has been paid.
- After confirmation of registration and before the start of the Training, the User has the right to change the program of the Training organizationally or in terms of content, without the Client's right to any refund or compensation.
- The User is allowed to change the location and dates / times of the Training. The Client will be informed of this no later than one (1) week before the start of the Training.
- In the event of a Training, the Client has the right to cancel participation in the Training up to thirty (30) days before the (first) date of the Training. The price for participation will then be waived or refunded. In case of cancellation within thirty days before the training date or if the Client does not show up without a valid cancellation, the price remains due. The Client is entitled to register a replacement until the (first) day of the Training; this does not count as cancellation.
- A minimum and maximum number of participants has been set for each Training. User reserves the right to move the Training to another date in case of insufficient registrations, of which the Client will be notified as soon as possible. In addition, the User has the right to cancel the Training, with a refund of amounts already paid.
- If a trainer is unable to provide the Training due to illness or another form of force majeure, the User reserves the right to provide a replacement trainer or to move the Training to a different date, whereby another trainer may also be allowed. be deployed.
- The Work that is provided to the Client for the purpose of the Training must only be used for the Client's own (study) use. The Client is not permitted, subject to the User's consent, to: (a) make this Work public, (b) use it for training / courses etc. and / or (c) use it in a (other) commercial manner. .
Article 6. LINKTOPAY APPLICATION
- If the Service (also) extends to the use of the LinktoPay application by the Client, the provisions of this article also apply.
- The User offers the Client the option of using a web application for online facilitation of the receipt and processing of payments between the Client, the Client and / or Payment Service Provider. The Client may only use the LinktoPay application for the website (s) referred to in the Agreement. The Client declares that he is entitled to the use of the website (s) referred to in the Agreement.
- The Client is not permitted to use the LinktoPay application for websites other than those referred to in the Agreement without the User's Written permission.
- User is never responsible and liable, neither legally nor financially, for the failure of a payment by a Buyer to the Client or the non-payment by a Buyer of the products and / or services or services purchased by this Buyer from the Client. for the costs that a Client must incur in order to claim the funds from a Client.
- The User is authorized to suspend the use by the Client of the LinktoPay application if there are facts and / or circumstances from which the User can reasonably conclude that the Client is using the LinktoPay application for website (s) and / or goods / services about which Client has not informed User In Writing.
- User is the owner of all intellectual property rights in the LinktoPay Application, unless expressly stated otherwise. During the term of the Agreement, the Client has a limited, non-exclusive, non-transferable right of use of the LinktoPay application.
- Without the express Written permission of the User, it is not permitted to copy, distribute or reuse any information provided on / via the LinktoPay application, in any way, unless this is explicitly stated in the information.
- User takes the utmost care to ensure the reliability and topicality of all published data. However, inaccuracies can occur. The User as well as its affiliates, partners and suppliers are not liable for damage resulting from inaccuracies, problems caused by, or problems inherent in the distribution of information via the Website, the LinktoPay application or via other media on the internet. , as well as for technical failures.
- User will regularly maintain the LinktoPay application. User is entitled to apply temporary solutions, program bypasses or problem-avoiding restrictions to the LinktoPay application. User will make every effort to minimize interruptions, errors and defects.
- No rights can be derived in any way from the information on the LinktoPay application.
- User reserves the right to modify the information available through the LinktoPay application at any time without having to communicate in advance or afterwards.
- User makes every effort to adequately secure the LinktoPay application, the connection and the data.
- The Client is responsible for the purchase, purchase and undisturbed availability of all (internet and / or telecommunication) services, equipment and software that are necessary for the use of the LinktoPay application.
- There is a contractual relationship between the Client and the Client or between the Client and Payment Service Provider or between the Client and Payment Service Provider. The User is outside these contractual relationships and is only a contracting party for the Client.
Article 7. FEES AND PAYMENT
- The Client pays the User a fee for the Product and / or the Service as stated in the offer, on the Website and / or in the Agreement.
- If the User agrees on a fixed fee with the Client, the User is nevertheless entitled at all times to increase this fee, without the Client being entitled in that case to terminate the agreement for that reason, if the increase of the fee arises from a power or an obligation on the User under legislation or regulations or is caused by an increase in the price of raw materials, wages, etc., or on other grounds that were not reasonably foreseeable at the time of entering into the agreement.
- If no fixed fee is agreed, the fee will be determined on the basis of hours actually spent, including any preparation and travel time and travel costs. The compensation is calculated according to the usual hourly rates of the User, valid for the period in which the work is performed, unless a deviating hourly rate has been agreed.
- If a fee is based on information provided by the Client and this information turns out to be incorrect, the User has the right to adjust the fee accordingly, even after the Agreement has already been concluded.
- If the agreement is a Duration Agreement, User is entitled to change the rates applied at any time. To this end, the User will notify the Client of rate changes at least 2 (two) months in advance. In the event of a price increase, the Client has the right to terminate the Agreement, subject to a notice period of 1 (one) month.
- Without prejudice to the provisions of the previous paragraph, User is entitled to increase the prices used, if it concerns a Continuing Performance Agreement, annually, by a maximum percentage of 10%, without the Client being able to cancel the Agreement.
- All amounts are exclusive of turnover tax (VAT) and other levies imposed by the government.
- All prices on the Website, price lists, Agreement and / or other means of communication of the User are subject to programming and typing errors. No liability is accepted for the consequences of such errors.
- The User will send an invoice to the Client for the amount owed by the Client, electronically and / or by post. Client declares to agree with electronic invoicing. If a Product and / or Service is delivered in phases, User is entitled to invoice per phase delivered.
- Payment must be made within 14 days of the invoice date, in a manner to be indicated by the User in the currency in which the invoice is made, unless stated otherwise in writing by the User on the invoice or otherwise specified in the Agreement. User is entitled to invoice periodically.
- The User is permitted to invoice the Client in advance. The User is also permitted to only commence the performance of his work when the amount due (or an agreed part thereof) has been received by the User. Failure to pay may have consequences for the agreed (delivery) term (s), which is at the expense and risk of the Client.
- Unless explicitly agreed otherwise, User is authorized to perform direct debit. The client will issue a written authorization to the user for this direct debit.
- The Client will provide the User with the written authorization for direct debit as soon as possible, but in any case on the User's first request.
- If the Client is of the opinion that (part of) an invoice is incorrect, it must report this to the User within the payment term. Objections to (the amount of) an invoice do not suspend the payment obligation.
If the Client remains in default with the (timely) payment of an invoice, the Client is in default by operation of law, without any notice of default being required. The Client will then owe an interest of 1% per month, unless the statutory interest is higher, in which case the statutory interest is due. The interest on the due amount will be calculated from the moment that the Client is in default until the moment of payment of the full amount due. From that moment on, the User is also entitled to limit or suspend all its services to the Client, for example by restricting access to the Service.
- The User has the right to have the payments made by the Client extend in the first place to reduce the costs, then to reduce the interest that has become due and finally to reduce the principal and the current interest.
- The User can, without being in default as a result, refuse an offer for payment if the Client indicates a different order for the allocation of the payment. User can refuse full payment of the principal sum, if the open and accrued interest and collection costs are not also paid.
- The Client is never entitled to set off or suspend the amount owed by him to the User, for whatever reason.
- If the Client is in default in the (timely) fulfillment of its obligations, then all reasonable costs incurred in obtaining settlement out of court will be for the account of the Client. The extrajudicial costs are determined and calculated in accordance with the Decree on compensation for extrajudicial costs. However, if the User has incurred higher costs for collection that were reasonably necessary and the Client is not a natural person who does not act in the exercise of a profession or business (business client), the costs actually incurred will be eligible for reimbursement. Any judicial and execution costs incurred will also be recovered from the Client. The Client also owes interest on the collection costs due.
Article 8. RIGHTS OF INTELLECTUAL PROPERTY
- Without prejudice to the other provisions of these General Terms and Conditions, all intellectual property rights are based on all Work (s) developed or made available in the context of the Product and / or the Service, custom work, advice from the User, as well as the preparatory material. thereof, exclusively with the User or its licensors. Any deviation from the foregoing is only valid if this has been explicitly agreed in a written and signed deed, and then only applies to the materials and rights stated in the deed.
- The Client only obtains the rights of use and powers that arise from the scope of the Agreement or that are granted in writing. All documents provided by the User, such as reports, advice, agreements, designs, sketches, drawings, software, et cetera, are exclusively intended to be used by the Client and may not be reproduced, made public by him without the prior consent of the User, or are brought to the attention of third parties, unless the nature of the documents dictates otherwise.
- The Client is not permitted to remove or change any designation regarding copyrights, brands, trade names or other intellectual property rights from Work (s), including any indications regarding the confidential nature and secrecy of Work (s).
- The User has the right to use the knowledge gained through the performance of an Agreement for other purposes as well, insofar as no strictly confidential information of the Client is disclosed to third parties.
Article 9. LIABILITY
- User is only liable insofar as this appears from the Agreement and these General Terms and Conditions. If User should be liable, for whatever reason, including due to an attributable shortcoming in the fulfillment of the Agreement or an unlawful act, then this liability is limited to what is regulated in this provision.
- If the User is in default and this default is a direct result of an attributable shortcoming of the User, the Client must inform the User about this in Writing as soon as possible. In order to enable User to respond adequately to the shortcoming within a reasonable period of time, the notice of default must contain a description of the shortcoming that is as detailed as possible.
- The User is only liable for a shortcoming attributable to him if the Client has notified the User of the notice of default in the manner described in the previous paragraph and the User has not adequately remedied this shortcoming attributable to him within a reasonable period of time.
- The User is in no way liable for damage, of whatever nature, caused by the fact that the User has assumed incorrect and / or incomplete information provided by or on behalf of the Client and / or by or on behalf of the Buyer.
- User is in no way liable for chargebacks and / or complaints from Customers or for the refusal of a third party (such as - but not expressly limited to - a Payment Service Provider) to execute a payment order from a Customer.
- User is only liable for direct damage. Direct damage is exclusively understood to mean the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions, any reasonable costs incurred for the User's defective performance of the agreement. answered, insofar as these can be attributed to the User and reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
- The User is never liable for indirect damage, including consequential damage, lost profit, missed savings, loss of data and damage due to business interruption.
- The limitations of liability included in this article do not apply if and insofar as the damage is due to intent, willful recklessness or gross negligence on the part of User or his managerial subordinates.
- A condition for the existence of any right to compensation is always that the Client informs the User in writing about the damage as soon as possible after the damage is known to the Client or could have been known.
- The liability of the User is at all times limited to the amount that will be paid out under the professional / business liability insurance of the User in the relevant incident or series of incidents.
- If and insofar as no payment is made under the liability insurance as referred to in the previous paragraph, for whatever reason, the total liability of the User, for whatever reason, is limited to compensation for direct damage up to a maximum of the amount that The Client has paid the User in 12 (twelve) months prior to the damage-causing event and with a maximum of € 1,000 excluding VAT per incident and per calendar year.
Article 10. FORCE MAJEURE
- The User is not obliged to fulfill any obligation towards the Client if he is prevented from doing so as a result of a circumstance that cannot be attributed to fault, and is not for his account under the law, a legal act or generally accepted views. .
- In the Agreement and these General Terms and Conditions, force majeure is understood to mean, in addition to what is understood in this respect in law and jurisprudence, all external causes, foreseen or unforeseen, on which the User cannot influence, but as a result of which the User is unable to to fulfill its obligations. In particular (but not exclusively) is understood by force majeure; failures in User's infrastructure and / or Services that are caused by computer crime or successful or unsuccessful attempts to bypass network security or system security (such as, but not limited to: synflood, network attack, Denial-of-Service or Distributed Denial of Service- attacks, hacks, etc.), mobilization, war, transport disruption, strike, lockout, business disruptions, supply stagnation, fire, flood, import and export impediments and in the event that the User by his own suppliers, regardless of the reason , is not enabled to deliver, as a result of which fulfillment of the Agreement cannot reasonably be required of the User. User also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the Agreement occurs after User should have fulfilled his obligation.
- During the period that the force majeure continues, the User can suspend the obligations under the Agreement. If this period lasts longer than two months, then each of the Parties is entitled to dissolve the Agreement, without any obligation to pay compensation to the other Party.
- Insofar as User has in the meantime partially fulfilled or will be able to fulfill his obligations under the Agreement at the time of the occurrence of force majeure, and the part that has been fulfilled or to be fulfilled respectively has independent value, the User is entitled to comply with or will be invoiced separately. Client is obliged to pay this invoice as if it were a separate agreement.
Article 11. INDEMNITY
- The Client indemnifies the User against any claims from third parties who suffer damage in connection with the performance of the Agreement and the cause of which is attributable to other than the User.
- The Client indemnifies the User against claims from third parties with regard to intellectual property rights on materials or data provided by the Client that are used in the performance of the Agreement.
- If the User should be addressed by third parties on this account, the Client is obliged to assist the User both in and out of court and to do everything that may be expected of him in that case without delay. If the Client fails to take adequate measures, the User is entitled to do so himself without notice of default. All costs and damage on the part of the User and third parties that arise as a result, are fully for the account and risk of the Client.
Article 12. PRIVACY & PROTECTION OF PERSONAL DATA
- If the Client and / or the Customer provide personal data to the User and the latter processes them, both the Client and the User fall under the General Data Protection Regulation (AVG), whereby, according to the terminology of the AVG, the Client is the 'Controller' and the User is the 'Processor'. . Pursuant to the GDPR, the Controller and Processor must conclude an agreement with regard to the processing of personal data carried out by the Client or User ("Processor Agreement"). In the absence of a further explicitly agreed Processor Agreement, the provisions in this article will apply as an agreement within the meaning of the GDPR.
- User will only process personal data on instructions from Client, except for any processing required by law. Processing of personal data will only take place in the context of the performance of the Agreement concluded and / or to be concluded between the Parties in order to be able to deliver the Product (s), Digital Content and Service (s) to the Client and / or the Customer, including the purposes that are reasonably related to this or that are determined with further consent. All personal data processed by the User in the context of the Agreement are deemed to have been processed on the instructions of the Client.
- User will not process the personal data for any other purpose than agreed between the Parties. The Client will inform the User of the processing purposes insofar as they are not already mentioned in the Agreement or in these General Terms and Conditions.
- Apart from the rights and obligations that are granted to User under the Agreement and / or General Terms and Conditions in connection with the processing of personal data, all rights and obligations with regard to the personal data will remain with the Client and / or the relevant data subjects. . The User only functions in accordance with the instructions of the Client and under the explicit (final) responsibility of the Client.
- The Client will ensure that each Customer, insofar as necessary, has given permission for the provision of personal data to the User for processing in the context of the performance of the Agreement.
- The client guarantees that the processing of personal data falls under one of the exemptions under the GDPR, or if this is not the case, a notification has been made to the Dutch Data Protection Authority. The Client also guarantees that it will keep a register with regard to the processing of personal data. Client indemnifies User against all claims and claims related to non-compliance or incorrect compliance with the notification and / or registration obligation.
- The Client guarantees that the content, the use and the order for the processing of the personal data are not unlawful and do not infringe any right of third parties, and indemnifies the User against all claims and claims related to this.
- When executing the Agreement, the User will comply with the applicable laws and regulations in the field of the protection of personal data, including the GDPR. The Client will also always comply with its own obligations under the applicable laws and regulations.
- The processing of personal data by the User outside the European Economic Area (EEA) is only permitted with due observance of the applicable legal obligations, whereby the User (Processor) will inform the Client (Controller) in advance of the relevant processing or after prior written consent from Client, which consent will not be refused on unreasonable grounds.
- The User is permitted to use a third party for the processing of personal data, with due observance of the applicable laws and regulations. User will reasonably ensure that these third parties assume the same obligations in writing as agreed between User and Client.
- The obligations of the User arising from the Agreement or these General Terms and Conditions also apply to those who process personal data on behalf of or under the authority of the User. The User will ensure the correct authorizations.
- The User will endeavor to take sufficient technical and organizational measures with regard to the processing of personal data to be carried out, against loss or against any form of unlawful processing (such as unauthorized access, damage, modification or provision of the personal data). User does not guarantee that the security is effective under all circumstances. The User is therefore never liable for damage resulting from unavailability of the Service, lost data and / or breach of technical or organizational security measures.
- The Client will only make personal data available to the User for processing if it has ensured that the required security measures have been taken. The Client is responsible for compliance with the measures agreed by the Parties.
- In the event that a data subject wishes to exercise one of his legal rights and sends this request to the User, the User will forward this request to the Client, and the Client will further process the request independently. User may inform the data subject of this.
- In the event of a data breach, as referred to in the AVG, the User will make every effort to inform the Client of this immediately after discovery, or no later than within forty-eight (48) hours after discovery, as a result of which the Client assesses whether it inform the relevant supervisor and / or data subjects or not. The User will hereby provide the Client with all information available to the User. The client is and remains responsible for compliance with any legal obligations with regard to the notification obligation. If required by law and / or regulations, User will cooperate in informing the relevant supervisory authority and any parties involved.
- A report must only be made by the User to the Client if a data breach has actually occurred and not if there was only a (theoretical) vulnerability.
- In case of a concrete suspicion of abuse, which has been demonstrated by the Client, the Client has the option of having an audit carried out to check compliance with the security requirements as stated in the AVG. The Client only has this audit option after the Client has inspected and assessed similar audit reports at the User's location at the User's location for a fee and the Client submits reasonable arguments that justify an audit initiated by the Client. The costs of an audit are always borne by the Client.
Article 13. CONFIDENTIALITY
- Both parties are obliged to maintain the confidentiality of all confidential information that they have obtained from each other or from another source before, during or after the performance of the Agreement. Information is considered confidential if this has been communicated by the other party, if the receiving Party knows or should reasonably suspect that the information was intended to be confidential, or if this arises from the nature of the information. If, on the basis of a legal provision or a court decision, User is obliged to provide confidential information to third parties designated by law or the competent court, then User is not obliged to pay compensation or compensation and Client is not entitled to dissolve the agreement. .
Article 14. DURATION & TERMINATION
- Each Duration Agreement is entered into for the contract period as stated in the Agreement, starting on the Commencement Date. The Continuing Performance Agreement can only be canceled in Writing at the end of the contract period, subject to a notice period. A notice period of one (1) month applies to Continuing Agreements with a duration of six (6) months or less. For duration contracts with a duration of longer than six (6) months, a notice period of two (2) months applies. If the aforementioned termination is not given, the Continuing performance agreement will always be tacitly renewed for the same contract period.
- Agreements, not being Continuing Agreements, are considered terminated when the performances from them have been delivered back and forth.
- The Client is never entitled to prematurely terminate the Agreement.
- User can terminate the Agreement prematurely at any time with due observance of a notice period of three months, unless otherwise agreed in writing.
- User is authorized (i) with immediate effect to suspend the Service (s) and / or other obligations, at his discretion in whole or in part, and / or (ii) the Agreement, at his option in whole or in part, with immediate effect, without further notice of default, to be canceled in writing if:
- Client acts contrary to the Agreement and / or these General Terms and Conditions;
- the Client is granted a moratorium on payments or the Client is declared bankrupt, or an application has been submitted for this purpose;
- the Client's business is liquidated or terminated other than for the purpose of reconstruction or amalgamation of businesses;
- The Client is a natural person and the Client has been placed under guardianship, administration, debt rescheduling or death;
- The Client is involved in fraudulent acts or acts that otherwise violate laws and / or regulations and / or the User's acceptance policy, or the User has a suspicion thereof;
- The Client does not (anymore) meet the conditions of the acceptance policy pursued by the User and / or in the opinion of the User the image and / or the brand of the User is damaged or threatens to be damaged by acts or omissions of the Client;
- a prejudgment or executory attachment has been imposed on the User at the expense of the Client;
- User knows or suspects that the Client is not complying or has not fulfilled one or more of its legal or contractual obligations;
- User receives instructions for suspension or termination from a Payment Service Provider, regulator or government agency;
- The Client acts in violation of the conditions set by the Payment Service Provider, insofar as applicable to the Client, and / or the applicable laws and regulations in the field of privacy and protection of personal data;
- Changed circumstances (for example, changed laws and regulations) occur as a result of which the user cannot reasonably be expected to continue the Agreement.
- The User will inform the Client as soon as possible if the User makes use of his right of suspension. If possible, the User will state the reason for the suspension. User may attach conditions to the termination of the suspension. A suspension can be followed by a cancellation of the Agreement if the ground for cancellation has not been removed or if the Client does not meet the conditions set by the User. The User is not obliged to compensate any damage that arises because the User makes use of its right of suspension or right of cancellation.
- In the event of cancellation, termination or dissolution for any reason whatsoever, the User is entitled to terminate or cancel the Services and any Accounts associated with that Duration Agreement immediately after the date on which the Duration Agreement expires and all stored for the benefit of the Client. delete data or make it inaccessible. The User is not obliged to provide the Client with a copy of this information on its own initiative. Before termination, the Client may request a copy, at the expense of the Client. User makes no guarantees about the correctness or the form of this copy.
- If the cancellation, termination or dissolution of the Service entails additional costs for the User, these will be charged to the Client. The User reserves the right to carry out these activities upon cancellation, termination or dissolution of the Service only after the Client has paid the additional costs.
Article 15. TRANSFER OF RISK
- The risk of loss, damage or depreciation of items that are the subject of the Agreement transfers to the Client at the moment when they are legally and / or factually delivered to the Client and thus under the power of the Client or of (a ) be brought to third parties designated by the Client.
Article 16. RESERVATION OF OWNERSHIP
- All goods delivered by the User in the context of the Agreement, possibly also including reports, advice, agreements, designs, sketches, drawings, software, etc., remain the property of the User until the Client has fulfilled all obligations under the Agreement concluded with the User. (and) has been complied with completely and properly.
- Goods delivered by the User that fall under the retention of title pursuant to paragraph 1, may not be resold and may never be used as a means of payment. The Client is not authorized to pledge or encumber in any other way the goods subject to retention of title.
- The Client must always do everything that can reasonably be expected of him to secure the property rights of the User.
- If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the Client is obliged to immediately inform the User thereof.
- The Client undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available to User for inspection on first request. In case of a possible payment of the insurance User is entitled to these tokens. Insofar as necessary, the Client undertakes to the User in advance to cooperate with everything that is or appears to be necessary or desirable in that context.
- In the event that the User wishes to exercise his property rights indicated in this article, the Client gives unconditional and irrevocable permission in advance to the User and third parties to be designated by the User to enter all those places where the User's properties are located and those items. to take back.
Article 17. COMPLAINTS, LIMITATION PERIOD
- Any complaints about the Product (s), Digital Content and Service (s) delivered by the User must be reported in writing by the Client to the User within fourteen days after the complaint arose, but no later than one month after the execution or delivery. The complaint must contain a description of the defect that is as detailed as possible, so that the User is able to respond adequately. The Client must give the User the opportunity to investigate a complaint or have it investigated.
- If the Client makes a timely complaint, this does not suspend its payment obligation. In that case, the Client also remains obliged to purchase and pay for the otherwise agreed Product (s), Digital Content and Service (s).
- If a defect is reported later than stated in paragraph 1, the Client is no longer entitled to repair, replacement or compensation.
- If it is established that a complaint is unfounded, then the costs arising as a result, including the investigation costs, incurred by the User as a result, will be fully borne by the Client.
- After expiry of the complaint period, all costs for repair or replacement, including administration, shipping and call-out costs, will be charged to the Client.
- Contrary to the statutory limitation periods, the limitation period for all claims and defenses against User and third parties involved by User in the performance of an agreement is one year.
Article 18. APPLICABLE LAW & DISPUTES
- All legal relationships to which User is a party are exclusively governed by Dutch law, even if an obligation is fully or partially implemented abroad or if the party involved in the legal relationship is domiciled there. The applicability of the Vienna Sales Convention is excluded.
- The court in the User's place of business has exclusive jurisdiction to hear disputes, unless the law prescribes otherwise. Nevertheless, the User has the right to submit the dispute to the competent court according to the law.
Article 19. LOCATION & CHANGE OF CONDITIONS
- The most recent version or the version that applied at the time of the creation of the legal relationship with User is always applicable. The latest version is available on the User's website.
- User is at all times entitled to change or supplement the General Terms and Conditions.
- The User will inform the Client in Writing about any change to the General Terms and Conditions. If the amended General Terms and Conditions are not acceptable to the Client, the Client is entitled to terminate the Agreement. If the Client does not terminate the Agreement within 30 days after the amended General Terms and Conditions have been made available, the Client will be deemed to have accepted the amended General Terms and Conditions.
- Contrary to paragraph 3 of this article, a change made by the User in the General Terms and Conditions or in the Agreement by the User to the Client without prior notification thereof will be binding on the User and the Client if, in the reasonable opinion of the User, the change is related to or ensues from (an amendment to) regulations or regulations, a court decision, instruction or binding advice to which the User is bound or considers himself bound and this change must be implemented within one month.
The Dutch text of the General Terms and Conditions is always decisive for the interpretation thereof.