Terms and Conditions

1. General 

1.1 By means of Software-as-a-Service (SaaS), we offer you the AssistYou Software (the Software). This means that we offer you access to the Software we have developed, via the internet.

1.2 These are the general terms and conditions that apply to every offer and agreement between you and us (the Parties) and are always applicable to the use of our Software.

1.3 Arrangements that deviate from these terms and conditions will only be applicable if they have been agreed on by us in writing. Unchanged terms remain in effect.

2. Proposals, Offers and Agreements

2.1 All our proposals and offers are non-binding and can be accepted until we amend or withdraw them. An offer or proposal only applies to the assignment specified therein, and not to possible future assignments.

2.2 We will withdraw our offer if the information you provide, or your requirements, change. We will then make you a new offer.

2.3 An Agreement between us shall only come into existence after mutual acceptance of both Parties.

2.4 The Parties will check the Agreement immediately upon receipt. If either Party wants changes, it shall notify the other immediately.

2.5 Rights and obligations under an Agreement may not be transferred to third parties.

2.6 Changes in the content of Agreements can only be changed jointly and in writing with signatures of authorized signatories of both Parties.

3. Prices

3.1 All prices quoted by us are in Euros. Offered prices do not include possible expenses or any taxes or levies imposed by relevant authorities.

3.2 Compound prices apply to the offer as a whole in the means of a package deal. A change in the deal results in a new offer.

3.3 We have the right to adjust our prices at any given time in the event of a change in external-price determining factors, such as exchange rates, (regulatory) levies, abnormal inflation or taxes. In case you do not agree with the change of price in question, you have the right to cancel the Agreement within two weeks of the announcement of the price adjustment. The Agreement will terminate on the day the new prices become applicable.

3.4 We are entitled to adjust our prices annually corresponding to the rate of inflation, without the right to cancel the Agreement. We use the price inflation index set by Statistics Netherlands (Centraal Bureau voor de Statistiek).

4. Payment

4.1 We will send you an invoice on a monthly basis. You must always pay the invoice in accordance with the instructions on the invoice, regardless of whether you have filed a complaint. We do not accept other forms of payment.

4.2 Your right to file complaints about an invoice expires fourteen days after the invoice date.

4.3 If a payment is due, and you have failed to meet this payment obligation, you will automatically be in default. A default notice is not required. In that case, you owe us the statutory (commercial) interest and all extrajudicial costs.

4.4 We may suspend delivery as long as you are in default.

4.5 It is not possible to offset payments.

4.6 All accounts receivable, including the part that has not been invoiced, are immediately due and payable:

4.7 In case of default, suspension of payments, or statutory debt repayment arrangements (wettelijke schuldsaneringsregeling), or if you have requested for such an arrangement;

4.8 Upon dissolution or liquidation of your company;

4.9 In case of seizure of your assets.

5. Software

5.1 We do not guarantee that our Software is completely free of error. We provide the warranty for the AssistYou-Software as stated in the Agreement.

5.2 We are not responsible for technical problems beyond our control. As long as we are unable to deliver as a result, we may suspend our service.

5.3 Agreements regarding the development of non-standard software and custom work should be considered as a best-effort agreement and do not imply guaranteed results.

6. Intellectual Property

6.1 We are the exclusive owners of all existing and future intellectual property, such as copyrights, trademarks, design rights, patents, source codes and know-how, which rest on our Software or are the fruits of the use of our Software.

6.2 An Agreement does not entail the transfer of intellectual property owned by us.

6.3 Neither Party shall use the other’s intellectual property for any purpose other than set out in the agreement.

6.4 As a user, you only gain the right to use our Software. You cannot claim any of the in provision 6.1 mentioned intellectual property. The right to use is not an exclusive right, which means that we can grant others similar rights of use. Furthermore, it is expressly forbidden to transfer or license this right to any third party. The Agreement describes how you may use the Software.

6.5 You gain proprietary rights to training data and other data, provided that we have transferred these to you by separate deed.

7. Publicity

7.1 We may use each other’s trade names, trademarks and public information for references, testimonials and press releases without prior approval. For all other publications, we will consult with each other.

8. Non-disclosure

8.1 We both are obliged not to disclose any of your confidential information to third parties unless it is required by a statutory or professional obligation. 'Confidential information' includes all information which you have designated as confidential or which by its nature can be classified as confidential. When in doubt, we will consider information as confidential.

8.2 Within ten days after termination of the Agreement, both Parties will return or destroy, to the extent possible, all the confidential information of the other Party.

8.3 This article shall remain in effect for five years after termination of the Agreement, unless the nature of the information warrants a longer period.

9. Force Majeure

9.1 Force majeure shall have the legal meaning thereof.

9.2 We will notify you in the event of force majeure, unless circumstances do not permit this.

9.3 We are not required to perform our obligations under the Agreement as long as there is a force majeure event.

9.4 We are not liable for any damages in case of force majeure.

9.5 If the force majeure takes place for a period that exceeds three months, the Agreement can be terminated in writing. In that case, Parties have no right to recover damages. We will then send you an invoice regarding the period in which you have used our Software.

10. Liability

10.1 We are responsible and liable for our own obligations under the Agreement.

10.2 We are not liable for the content of the data that you have collected, saved or processed within the framework of our Software.

10.3 We are not liable for any damage which is caused by inadequate use of our Software.

10.4 We are only liable for direct damages that are unequivocally caused by a shortcoming from our side.

10.5 We are not liable for damages caused by malfunctioning of the required internet connection, internal networks or any other IT-systems of yours.

10.6 When you provide us with certain information, we may assume that the provided information is correct. We are not liable for damages caused by incorrect or incomplete information.

10.7 Both Parties are obliged to insure and keep insured our liability to the other on normal terms for insurable risks.

10.8 Our liability is limited to direct damage to the maximum amount paid out by our insurance.

10.9 A right to compensation arises only if it is reported to the other in writing as soon as possible after knowledge. We will both do our best to limit the damage.

10.10 The limitations set out in this article do not apply if damage is the result of an intentional act or gross negligence from our side.

10.11 The limitation period for all claims and defenses is one year.

11. Indemnifications

11.1 You indemnify us for all claims by third parties relating to the data that you have collected, saved or processed by means of our Software. We indemnify you for all claims by third parties relating to the Software.

11.2 We indemnify each other for all claims by third parties who suffer damages due to the execution of the Agreement and the cause of the damages is not attributable to the other party.

11.3 If either of the parties to the Agreement is held responsible by a third party, the other party will be notified. The Party responsible will do everything that can reasonably be expected of it in that case.

12. Duration, Cancellation and Termination

12.1 If the duration of an Agreement is not stated in the Agreement itself, a duration of one year will apply. After the initial period of one year, the Agreement will be renewed each year by one year with prior notice being required.

12.2 Parties may terminate the Agreement by the end of the current one-year-contract terms with three months’ notice. If you terminate the Agreement earlier, in whole or partly, you will be obliged to pay the full minimum guarantee.

12.3 Parties may unilaterally terminate the Agreement in writing with immediate effect without any obligation to pay compensation, in case the other Party can no longer freely dispose of your assets.

13. Definitions

13.1 The terms ‘offers, ‘prices’ and ‘Agreement’ in this Agreement have the meaning in the broadest sense of the word.

13.2 Any interpretation of terms in this Agreement will be made with the interest of both parties in mind.

13.3 The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provision of this agreement. Any such invalid or unenforceable provision shall be replaced by a provision that is considered to be valid and enforceable and whose interpretation shall be as close as possible to the intent of the invalid provision.

13.4 According to these general terms, some acts must be in writing. If receipt of digital communication is confirmed, digital communication is considered equivalent to communication ‘in writing’.

14. Governing Law and Disputes

14.1 These conditions and all offers to which they apply are governed by Dutch law.

14.2 All disputes shall be settled by the court of Rotterdam.