In this Agreement, the capitalised terms defined below shall have the following meanings:
Customer: the natural person or entity the Supplier has entered into the Agreement with or who visits the Supplier’s Website.
Service: service as specified in an Assignment Form and/or in the SLA.
Documentation: the manuals/help texts for the use of the Service.
End User: every natural person who makes use of the Service.
Defect: demonstrable deviation in the Service from the characteristics agreed in the Specifications for that purpose.
Intellectual Property Rights: all intellectual property rights and related rights, such as copyright, trademark, patent, design, trade name, database and neighbouring rights, as well as rights to know-how and performances on a par with a patentable invention.
Internet: telecommunication infrastructure intended for the performance of information services between the Customer and the Supplier.
Assignment Form: document containing a detailed specification of the Service or the Product and/or used to issue an assignment for the Service or the Product or used to order or reserve the Service or the Product.
Agreement: the Terms and Conditions, as well as the Assignment Form and/or any other provision or statement legally declared applicable to the legal relationship between the Parties in accordance with the Terms and Conditions.
Party: any party to the Agreement.
Product: any product to be made available, to be delivered or delivered by the Supplier on the basis of the Agreement or an equivalent product according to public opinion, including Software.
Software: Computer software made available as plug-in from a Server, including the manual for its use intended for the Customer.
Server: a computer managed by or on behalf of the Supplier with web server software installed.
SLA: the Service Level Agreement, if any, agreed between the Supplier and the Customer.
System: the entirety of equipment and Software.
Data Processing Agreement: the Data Processing Agreement within the meaning of the GDPR.
Website: www.complianz.io or other similar forms of providing access to or making available of information, by means of which Products and/or Services or related information are made available.
Specifications: the requirements agreed in respect of the Service and/or the Product.
Terms and Conditions: these General Terms and Conditions.
2.1 These Terms and Conditions shall apply to all Agreements and other acts and legal acts between the Supplier and Customer, even if those acts or legal acts should not result in, or are not related to, an Agreement.
2.2 Unless expressly agreed otherwise, the applicability of other general terms and conditions is excluded.
3.1 Any communication between the Supplier and the Customer may take place electronically, except insofar as these Terms and Conditions and/or the Agreement and/or the law deviate from this.
3.2 The version of the relevant communication received or stored by the Supplier is considered to be proof thereof, unless the Customer provides evidence to the contrary.
3.3 Electronic communication shall be deemed to have been received on the date of its transmission, unless the recipient provides proof to the contrary. If the communication has not been received as a result of delivery and/or accessibility problems with respect to the Customer’s email box, this shall be at the Customer’s risk, including if the email box is located with a third party.
4 Conclusion of the Agreement
4.1 Any statements made by the Supplier with respect to the provision of Services and/or Products shall be regarded as an invitation to make an offer. Unless a separate written agreement is concluded, the Agreement shall be concluded by the Supplier’s confirmation of the Customer’s order. Confirmation may occur electronically (for example via the Supplier’s website, by email, by SMS, or by means of similar technologies) or, if agreed, in writing (by fax or letter).
5 Definition of the service
5.1 The Supplier shall provide the Customer with the service stated in the Assignment Form. To this end, the Supplier shall provide the Customer with the relevant information for use of the Software by an End User (or by the Customer on behalf of other End Users).
5.2 The Customer may allow End Users within its organisation to use the Service for its organisation’s internal purposes. If agreed in advance, the Customer may also allow End Users outside its organisation to use the Service insofar as such use forms part of the broader service to those End Users.
5.3 The Supplier shall make every effort to implement any amendments to the law or new case law in the short term and shall amend the Software from time to time.
5.4 The Supplier shall take appropriate technical and organisational measures to protect the Customer’s data stored on the Server.
5.5 The Supplier shall have the right to modify the Software from time to time in order to improve the functionality and to correct errors. The Supplier shall make every effort to resolve any errors in the Software, but cannot guarantee that all errors will be remedied. If an adjustment leads to a change in the functionality, the Supplier shall inform the Customer thereof prior to the adjustment.
5.6 Article 5.5 shall not apply to Software purchased by the Supplier from third parties, except for the provisions of the first sentence of Article 5.5. In respect of the use and maintenance of that Software, the Supplier may never be held liable for more than or different from what applies in the relationship between the Supplier and its relevant supplier.
6 Conditions for using the Service
6.1 The Customer and End Users determine which information will be made public through the Service. The Supplier has no knowledge of this information. The Customer is therefore responsible for ensuring that this information is lawful and does not infringe on the rights of third parties. The Customer indemnifies the Supplier against claims by third parties based on the statement that the information published by the Customer or End Users with the help of the Service is unlawful.
6.2 The Customer shall keep confidential any user names and passwords provided by the Supplier to the Customer. The Supplier shall not be liable for any misuse of user names and passwords and may assume that a user who registers with the user name and password of an End User is actually the End User. As soon as the Customer becomes aware or has reason to suspect that user names and passwords have fallen into the hands of unauthorised persons, the Customer shall inform the Supplier thereof, without prejudice to the Customer’s obligation to take effective measures immediately.
7.1 The Supplier reserves the right to temporarily take the Service out of operation for the purpose of maintenance, modification, or improvement of the computer systems of the Supplier. To the extent possible, the Supplier shall undertake efforts to effect any such taking out of service outside office hours and shall inform the Customer of the planned taking out of service in good time. The Supplier shall never be obliged to pay the Customer any compensation on account of taking the Service out of operation.
8.1 If an SLA has been concluded with the Customer, the Supplier shall support the Customer in using the Service in accordance with the SLA.
8.2 Unless otherwise agreed upon in a separate agreement or in the SLA, the Supplier shall not perform any support activities at the Customer’s business premises.
9 Prices and Payment
9.1 The Customer shall pay the price stated in the Agreement for the Services and Products ordered by the Customer. Payment shall be made in the manner indicated by the Supplier on the Assignment Form, in the SLA, or elsewhere on a Website, without prejudice to the provisions of Article 9.5.
9.2 Prices are inclusive of VAT and other government levies.
9.3 In the event of payment against an invoice and the Supplier offers this possibility, the Customer shall pay within 30 (thirty) days of receipt of the invoice, unless the Supplier has stated another term. An invoice sent electronically shall be deemed to have been received on the date of transmission. Invoices sent by post shall be deemed to have been received within 2 (two) days after the postmark in the Benelux and within 5 (five) days after the postmark in other countries.
9.4 In the event of late payment, the Supplier shall have the right: 1) to charge the statutory interest on the full amount due from the date on which payment should have been made until the date on which the amount due has been received by the Supplier without any notice of default or notification being required; and 2) to transfer the claim to a third party for collection after notice of default. The Customer shall reimburse all costs incurred by the Supplier and this third party to collect the amount due, including costs of legal assistance, legal costs and extrajudicial costs, the last-mentioned with a minimum of 15 (fifteen) percent of the outstanding sum, except insofar as this (in view of the amount of the outstanding sum) would be considered unacceptable according to standards of reasonableness and fairness. A notice of default may be sent electronically if the Customer has opted for electronic payment or if payment has taken place after receipt of an invoice sent electronically.
9.5 The Supplier reserves the right to demand a method of payment other than that specified by the Customer, without stating any reasons.
9.6 Once per calendar year, the Supplier shall be entitled to review the rates applied on the basis of the consumer price index (CPI) then published, as determined by Statistics Netherlands (CBS) for the year prior to the year in which the price increase will occur. The Supplier shall inform the Customer of any changes in rates at least 2 (two) months in advance.
10 Retention of Title
10.1 All goods delivered by the Supplier shall remain the property of the Supplier or its suppliers until the amount due under the Agreement has been paid in full, including any interest and collection costs due.
10.2 If the goods supplied (partly) concern a right to use Intellectual Property Rights, as in the case of Software, the Customer shall be granted a right to use them under the relevant Intellectual Property Rights within the meaning of Article 11.1. In that case, the Supplier may terminate the right of use by notifying the Customer if the amount due has not been paid on time and no payment is made within 14 (fourteen) days of said notification.
11 Intellectual Property Rights
11.1 The Intellectual Property Rights to all Software made available by the Supplier within the scope of the Agreement shall remain vested in the Supplier or in the third party from whom the Supplier has acquired the right to make (part of) this Software available to the Customer. The Supplier hereby grants the Customer only a right of use that is not exclusive and non-transferable, unless explicitly provided otherwise or differently in the Agreement.
11.2 If, in the opinion of the Supplier, it is plausible that it will be established that the Software made available by the Supplier under the Agreement infringes on any right of a third party, the Supplier shall be entitled, at its discretion, (1) to ensure that the Customer can continue to use the Software made available, or (2) to discontinue the provision of the relevant Services in return for payment of a reasonable fee for the use thereof and, if applicable, to reimburse any excess, or (3) to make equivalent Software available, in the Supplier’s reasonable opinion. Any further liability, obligation to further fulfilment, or obligation to pay compensation is hereby excluded.
11.3 The Customer warrants that, if and insofar as it makes materials or data available to the Supplier within the scope of the Agreement, it shall be entitled to do so and that these materials and data do not infringe on the rights of third parties.
11.4 The Customer may not remove or alter copyright markings, trademarks or other indications of the owner of Intellectual Property Rights from or in the Software provided. The same applies to statements to the effect that certain information is confidential in nature.
11.5 Except to the extent permitted by mandatory law, the Agreement or any applicable open source licences, the Customer may not reproduce, decompile or reverse engineer any Software provided. Furthermore, it is not permitted to remove or circumvent protections or technical (user) restrictions of the Software.
11.6 The Supplier indemnifies the Customer against claims by third parties that Services provided under the Agreement infringe on Intellectual Property Rights in the Netherlands or are otherwise unlawful, on the condition that the Customer informs the Supplier forthwith of the existence and content of such claims and that the Customer allows the Supplier to conduct negotiations in respect of these and/or to seek a settlement and/or to defend itself in any proceedings. If and to the extent necessary, the Customer hereby gives the Supplier irrevocable power of attorney to defend such claims in and out of court and to seek a settlement. The Customer undertakes to provide the Supplier with all information and cooperation reasonably required for this purpose. The Supplier’s obligation to indemnify shall lapse if and insofar as the alleged infringement is caused by changes in the Services provided by the Customer or by a third party on behalf of the Customer, by the use of Software in combination with Software not supplied by the Supplier, or as a result of use in a manner other than that for which the Services supplied were developed or intended.
11.7 One or more open source licenses may apply to a number of software modules used in the Software. This Agreement shall not limit the rights that such licences may confer on the Customer in addition to this Agreement. Only if a right to do so exists shall the source codes of these modules be available to the Customer for a period of at least 3 years, starting on the day of this Agreement.
12.1 The use of the Service may involve the processing of personal data. In such a case, the Supplier and the Customer shall enter into a Data Processing Agreement.
12.2 All employees who act under the authority of the Supplier and who have access to the personal data shall observe confidentiality with respect to the personal data they become aware of, unless they are under an obligation to disclose such information pursuant to any statutory regulation.
12.3 The Supplier shall take all appropriate technical and organisational measures to protect the personal data against loss or any form of unlawful processing. These measures shall be appropriate, taking into account the state of the art and the costs involved, and shall also be aimed at preventing unnecessary collection and further processing of personal data.
13.1 Defects reported by the Customer to the Supplier shall, at the Supplier’s discretion, either be rectified or replaced free of charge, unless the occurrence of these Defects is attributable to the Customer, or the Agreement or the SLA already contains an arrangement in this respect. In the event of replacement of a Product, the return costs shall be for the account of the Customer. In the case of Software, imperfections that do not substantially restrict normal use are not covered by this warranty and, furthermore, in the case of Software originating from third parties, the Supplier shall never be obliged to more or something else than that which is applicable in the relationship with the relevant suppliers of the Supplier.
13.2 Third parties that have granted the Supplier the right to make (part of) this Software available to the Customer do not provide any guarantees to the Customer .
14.1 The Supplier shall never be liable for any indirect damage suffered by the Customer or third parties, including consequential damage, loss of turnover and profit, loss of data, and immaterial damage.
14.2 The Supplier’s liability towards the Customer, for whatever reason, shall be limited per event (whereby a sequence of correlated events shall be deemed to be a single event) to the fees actually paid by the Customer to the Supplier in the current calendar year (excluding VAT).
14.3 With due observance of the provisions of Article 11.6, the Customer indemnifies the Supplier against all claims by third parties, for whatever reason, in respect of compensation for damage, costs or interest in connection with this Agreement or the use of the Products and/or Services.
14.4 The previous paragraphs of this article shall not apply if and insofar as the relevant damage was caused by intent or wilful recklessness on the part of the Supplier or its employees.
15 Force Majeure
15.1 A party shall not be bound to fulfil any obligation, if it is prevented to do so as a result of force majeure. Force majeure shall also be understood to mean a non-attributable failure on the part of third parties or suppliers engaged, as well as any situation in which the relevant party cannot actually exercise any (decisive) control, with the exception of obligations to pay.
15.2 As soon as it becomes clear that the force majeure situation will last for longer than 3 (three) months, the other party shall have the right to terminate this Agreement without being liable for compensation.
16.1 If and insofar as confidential information of one Party is brought to the knowledge of the other Party in the performance of the Agreement, this receiving Party shall only use this information for the performance of this Agreement and restrict access to that information to persons who need to take cognisance thereof for that purpose. The parties warrant that an employment contract and/or a confidentiality agreement shall oblige these persons to maintain the confidentiality of such confidential information.
16.2 Confidential information shall not include information that was already in the public domain at the time it became known or subsequently became known, or information that the receiving Party has also received from a third party without a confidentiality obligation being imposed or that third party being obliged to do so.
17 Duration and termination
17.1 Unless otherwise stipulated, the Agreement is entered into for an indefinite period of time and may only be terminated with due observance of a notice period of 2 months.
17.2 If the Agreement is entered into for a definite period of time, the Agreement will be automatically extended each time for a period of one (1) year, unless one of the Parties terminates the agreement at the end of its duration, with due observance of a notice period of 10 days, which notice may be given without reason and motivation.
17.3 In the event of (temporary) suspension of payments, bankruptcy, cessation or liquidation of the business of one Party, the other Party shall be entitled to dissolve this Agreement in whole or in part without the other Party being liable to pay compensation.
17.4 If one Party fails to fulfil any of its obligations arising from any Agreement properly or not within a prescribed period or otherwise in a timely manner, said Party shall be in default and the other Party shall be entitled to dissolve the Agreement in whole or in part without notice of default being required, without prejudice to the other rights of the dissolving Party and without the dissolving Party being liable to pay compensation.
17.5 In the event of dissolution as referred to in paragraph 3 or 4, all claims of the dissolving Party against the other Party shall be immediately due and payable in full. The other Party shall be obliged to take the necessary measures to allow the dissolving Party to assert its rights.
17.6 In the event of of dissolution or termination as referred to in Articles 17.1, 17.2, 17.3 and 17.4, the following obligations will continue after the end of the Agreement:
– outstanding payments;
– Intellectual Property Rights;
These shall continue to exist for as long as the Supplier can reasonably claim their continuation.
18 Amendments and additions
18.1 Amendments and additions to any provision of the Agreement and/or the Terms and Conditions shall only be valid if they are agreed in writing and/or electronically. This shall be deemed to constitute an agreement as to burden of proof. If an amendment and/or addition as referred to in this paragraph is agreed upon, this amendment or addition shall only apply to the relevant Agreement.
19 Miscellaneous, applicable law and competent court
19.1 These Terms and Conditions, as well as all Agreements, shall be governed by the laws of the Netherlands. The regulations relating to general terms and conditions in the Dutch Civil Code shall not apply in the relationship with Customers, other than consumers, from outside the Netherlands.
19.2 Third parties do not enter into any Agreement between the Supplier and the Customer on the basis of a third-party clause in these Terms and Conditions or the Agreement.
19.3 The provisions in these Terms and Conditions and the Agreement jointly determine the legal relationship between the parties and shall replace all previous agreements or statements made by the Supplier with respect to the subject of the Agreement. This shall be deemed to constitute an agreement as to burden of proof.
19.4 Except insofar as this would be unacceptable according to standards of reasonableness and fairness, the wording shall in the first instance be decisive for the interpretation of the Agreement. If the wording, also read together, cannot lead to an interpretation that is reasonable in the given circumstances, the reasonable (commercial) intentions of the parties shall be used as a criterion for the interpretation.
19.5 The Supplier may engage third parties in the performance of the Agreement at its own discretion.
19.6 The Supplier may transfer rights and obligations under the Agreement to third parties and shall inform the Customer thereof. If the transfer of obligations to a third party is reasonably unacceptable to the Customer, the Customer shall be entitled to terminate the Agreement within 5 (five) days of receipt of the said notification.
19.7 Should any provision in these Terms and Conditions or the Agreement, which is essential in the reasonable opinion of the Supplier, be void or otherwise be unenforceable, the Supplier shall be entitled to destroy the remaining content of the Agreement, except to the extent that this would be unacceptable according to standards of reasonableness and fairness in the given circumstances.
19.8 Insofar as any national or international mandatory legislative provision does not provide otherwise, all disputes between the Parties shall be submitted to the competent court in the district in which the Supplier has its registered office.