Terms and Conditions
Article 1. Definitions and terms
DataChecker BV: the private company with limited liability DataChecker BV, established at Industrieweg 15, 3641 RK, Mijdrecht (Chamber of Commerce number 59052872), the user of these general conditions.
Customer: the counterparty of DataChecker BV that enters into an Agreement with it.
Agreement: the agreement for the supply and verification of information about persons and companies by means of a web application and as recorded in an (electronic) document agreed by both parties and the documents that may be declared applicable there, such as an SLA and a Processor Agreement.
Activities: the performance of services or the provision of advice such as mentioned above and / or delivery of goods, without any subordination and out of employment, in the broadest sense of the word and as stated in the Agreement.
Supplier: the supplier of DataChecker BV that is used in the execution of the Service.
Account: the user name with password that gives the Customer access to the DataChecker BV system.
Service: the specific service that DataChecker BV agrees with the Client and is mentioned in the Agreement.
Log-in procedure: the procedure prescribed by DataChecker BV to enable Customer to gain access to the Service.
Written: in addition to written also by e-mail and other forms of electronic communication, provided that the identity and integrity of the (sender of the) e-mail is sufficiently established.
Conditions: these general conditions
Article 2. Applicability Conditions
1. The Terms and Conditions apply to every offer, quotation and Agreement between DataChecker BV and a Customer to which DataChecker BV has declared these Terms and Conditions applicable, insofar as parties have not expressly and in writing deviated from these Terms and Conditions. The conclusion of an Agreement with DataChecker BV means that the Customer unconditionally accepts the applicability of these Terms and Conditions.
2. The Terms and Conditions also apply to Agreements with DataChecker BV, for the execution of which DataChecker BV requires third parties to be involved.
3. Any deviations from the Terms and Conditions are only valid if they have been explicitly agreed in Writing and apply only to the specific Agreement to which the deviations relate.
4. If one or more stipulations in these Terms and Conditions at any time are wholly or partially void or void, then the remainder of these Terms and Conditions remain fully applicable. DataChecker BV and the Client will then consult with each other to agree on new provisions to replace the null and void or nullified provisions, whereby the purpose and intent of the original provisions will be taken into account as much as possible.
5. The applicability of any purchase or other conditions of the Customer is explicitly rejected.
6. In the event that these Conditions and the Agreement contain conflicting provisions, the conditions set out in the Agreement shall apply.
7. Additional conditions may apply for the execution of the Service, for example from the Supplier. These will then be made available to the Client by DataChecker BV on time. Use of the Service counts as acceptance of these additional conditions.
8. If there is a lack of clarity about the interpretation of one or more provisions of these Conditions, then the explanation must take place 'in the spirit' of these provisions.
9. If a situation arises between the parties that is not regulated in these Terms and Conditions, this situation must be assessed 'in the spirit' of these Terms and Conditions.
10. DataChecker BV reserves the right to change or supplement these Terms and Conditions. Changes also apply to Agreements already concluded with due observance of a term of thirty (30) days after announcement of the change on the website of DataChecker BV or per (electronic) notification. Changes of minor importance can be made immediately.
11. If the Customer does not want to accept a negative change in these Terms and Conditions, he must inform DataChecker BV of this before the date on which the new conditions come into effect. DataChecker BV can then revoke the change in question after which it will no longer apply to the Customer. If DataChecker BV does not wish to withdraw the change, the Client is entitled to terminate the Agreement by this date or on the date of receipt of the cancellation if it is after the effective date of the change.
Article 3. Offer
1. The quotations and offers made by DataChecker BV are without obligation and valid up to fourteen (14) days after shipment by DataChecker BV, unless stated otherwise in the quotation.
2. For all quotations and offers, these are based on the information provided by the Client. In the event of proven incorrectness or incompleteness thereof, the Client can not derive any rights from DataChecker BV against an (accepted) offer or offer.
3. DataChecker BV can not be held to its quotations or offers if the Customer can reasonably understand that the quotations or offers, or any part thereof, contain an obvious mistake or error.
4. The prices stated in a quotation or offer are in euros and exclusive of VAT and other government levies, any costs to be incurred in the context of the Agreement, including installation, travel and subsistence, postage and administration costs, unless otherwise indicated.
5. DataChecker BV has the right, without giving reasons, to refuse a Customer.
Article 4. Establishment Agreement
1. An Agreement is only established at the time that DataChecker BV has accepted or confirmed an order or order in Writing.
2. The Agreement must be signed by a Customer's authorized representative for that purpose.
3. Additions and amendments to the Agreement can only be made in writing and only in writing.
4. The Customer is not entitled to sell and / or transfer the rights and / or obligations under the Agreement to a third party.
Article 5. Execution of the Agreement
1. All Services of DataChecker BV are performed on the basis of a best efforts obligation, unless and insofar as DataChecker BV has explicitly promised a result in the written Agreement and the result concerned has also been described with sufficient certainty.
2. After the conclusion of the Agreement, DataChecker BV will execute the Service as soon as possible in accordance with the offer, taking into account reasonable wishes of the Customer. If prices for certain parts of the Service have to be paid in advance, DataChecker BV is not obliged to deliver these parts before these prices have been paid.
3. If and insofar as proper execution of the Agreement so requires, DataChecker BV has the right to have certain Work done by auxiliary persons and third parties. The applicability of article 7: 404, 7: 407 paragraph 2 and 7: 409 Dutch Civil Code is expressly excluded. DataChecker BV will exercise due care when engaging third parties.
4. The Customer shall ensure that all data, of which DataChecker BV indicates that these are necessary or of which the Customer should reasonably understand that these are necessary for the execution of the Agreement, are provided to DataChecker BV in a timely manner. The execution period does not start earlier than after the Customer has made the data available to DataChecker BV.
5. The Customer will follow the instructions / instructions of DataChecker BV regarding the delivery / completion of the Service.
6. In the event that DataChecker BV employees perform Work at the Customer's location, the Customer shall provide free of charge the facilities reasonably desired by those employees, such as a workspace with computer, data and telecommunications facilities. The workspace and facilities will comply with all statutory and otherwise applicable requirements regarding working conditions.
7. The Client indemnifies DataChecker BV against claims from third parties, including employees of DataChecker BV, who suffer damage in connection with the execution of the Agreement which is the result of acts or omissions of the Customer or of unsafe situations in his organisation. The Client will make the home and security rules applicable within his organisation known to the employees deployed by DataChecker BV prior to the commencement of the Work.
8. If computer, data or telecommunication facilities, including the internet, are used in the execution of the Agreement, the Customer is responsible for the correct choice of the resources required for this and for its timely and complete availability, with the exception of those facilities that are under direct use and management of DataChecker BV. DataChecker BV is never liable for damage or costs due to transmission errors, malfunctions or non-availability of these facilities, unless the Client proves that this damage or costs are the result of intent or deliberate recklessness on the part of the DataChecker BV management.
9. Unless otherwise agreed, the Customer is responsible for the use of the Service and the manner in which the results of the Service are used. The Customer is also responsible for instructions to and use by users, regardless of whether these users are in a relationship with the Client.
10. DataChecker BV has the right to (temporarily) take the Service out of service and / or to limit its use, or not to deliver or only to a limited extent, if the Customer does not fulfill an obligation to DataChecker BV in respect of the Agreement. .
Article 6. Account
1. If agreed, DataChecker BV will provide the Client with an administrative user name and password. With this information, the Customer has access to a customer portal with which the Customer can manage the delivery of the Service and (if applicable) manage accounts for individual users and set the possibilities and limitations for these individual users of the Service. within the limits specified in the Agreement.
2. The Customer himself is responsible for secrecy of his Account and must keep the details stated therein up to date.
3. Without the permission of DataChecker BV, the Client is not permitted to make the username or created Accounts provided by DataChecker BV available to third parties, or to use them for any other purpose than for the stated purposes.
4. Any action that takes place through the administrative Account, the customer portal, a management tool or an Account of an individual user is deemed to take place under the responsibility and risk of the Customer. In the event of a suspicion of misuse of an Account, the Customer must report this to DataChecker BV as soon as possible so that it can take measures.
5. The Customer is not permitted to transfer his or her Account, or other rights arising from the Agreement, to third parties or to give it to third parties, unless DataChecker BV has explicitly given Written permission for this.
6. DataChecker BV is entitled at all times to make changes to the Log-in procedure, the Account, in the e-mail addresses and in the IP addresses, without this creating a right to compensation of the Customer in relation to DataChecker BV . DataChecker BV will inform the Customer of the changes as soon as possible if this occurs. These will be published well in advance on the website of DataChecker BV. This period can be shortened, if this is necessary for the correct and complete functioning of the Service taken by the Customer.
Article 7. Delivery and terms
1. DataChecker BV makes reasonable efforts to comply as far as possible with the (delivery) deadlines and the latest (delivery) dates. DataChecker BV is not bound by a (delivery) term or (delivery) date, which may or may not be final, which can no longer be met due to circumstances beyond its control that occurred after the conclusion of the Agreement. Nor is DataChecker BV bound to a final or delivery date or delivery date, if the parties change the content or scope of the Agreement (additional work, changes to specifications, etc.) or a change of approach to the execution. of the Agreement. If there is a risk of exceeding any term, DataChecker BV and the Client will consult to discuss the consequences of the exceedance for further planning.
2. The mere exceeding of a (delivery) term or (delivery) date specified by DataChecker BV or agreed between the parties does not put DataChecker BV in default.
3. In the unlikely event that DataChecker BV is unable to meet its obligations within an agreed fatal delivery period, DataChecker BV can only be notified in Writing, whereby DataChecker BV is granted a period of at least fourteen (14) days to fulfill its obligations. come.
4. Credits, DataChecker provides credits for the use of the services. The credits can be kept for 12 months after ordering or last test.
Article 8. Change and more / less work
1. If DataChecker BV, on request or with the prior consent of the Client, has performed Work or other services that fall outside the content or scope of the agreed Work and / or services, these Work or performances will be reimbursed by the Customer in accordance with the agreed rates and failure thereof according to the usual rates of DataChecker BV. DataChecker BV is not obliged to comply with such a request and it may require that a separate Agreement be concluded for this.
2. Settlement of additional and less work takes place in any case:
· On extension of the assignment;
· In case of changes to the Service;
· In the cases as determined in these Terms and Conditions.
3. The lack of a Written order for additional work does not affect the claims of DataChecker BV on set-off.
Article 9. Electronic communication
1. The Customer and DataChecker BV expressly agree that by using electronic communication forms a valid Agreement is reached as soon as the conditions in Article 4 are met. In particular, the absence of an ordinary signature does not affect the binding force of the offer and the acceptance thereof.
2. Communication between the Customer and DataChecker BV may therefore take place electronically, except insofar as agreed in Agreements with the Customer, in these conditions or in the law. The version of the communication in question stored by DataChecker BV shall serve as proof thereof, subject to proof to the contrary by Customer.
3. Electronic communication by DataChecker BV to the Customer shall be deemed to have been received by the Client on the day of dispatch, unless the contrary is proven by the Customer. Insofar as the communication has not been received as a result of delivery and / or accessibility problems relating to the Customer's e-mailbox, this is at the risk of the Customer, even if the e-mail box is housed with a third party.
4. For misunderstanding, mutilation, delays or inadequate delivery of orders and announcements as a result of the use of the internet or any other means of communication in the traffic between the Customer and DataChecker BV, or between DataChecker BV and third parties, insofar as they relate to the relationship between the Client and DataChecker BV, DataChecker BV is not liable, unless and insofar as there is intent or gross negligence on the part of DataChecker BV.
5. As a result of the dependence on the internet and given its uncertain and sometimes unstable nature, it is possible that the website of DataChecker BV is not always accessible. DataChecker BV is never liable for this.
Article 10. Performance of the Service
1. DataChecker BV has the right to put the Service or parts thereof temporarily out of use for the purpose of maintenance, adjustment or improvement thereof. DataChecker BV will try to have such a shutdown take place outside of office hours as much as possible and make every effort to inform the Client in good time of the planned shutdown. DataChecker BV is never liable for compensation for damage in connection with such a shutdown.
2. DataChecker BV has the right to adjust the Service or parts thereof from time to time in order to improve the functionality and to correct errors. If an adjustment leads to a significant change in the functionality, DataChecker BV will endeavor to inform the Customer accordingly. In the case of adjustments that are relevant for several customers, it is not possible to waive a specific adjustment for the Customer alone. DataChecker BV is not obliged to pay any compensation for damage caused by such an adjustment.
3. Unless the Client has concluded a separate Agreement for back-up with DataChecker BV, DataChecker BV is not obliged to make back-up copies of data stored by the Customer on DataChecker BV systems. It is the exclusive responsibility of the Customer to make backup copies of his data.
4. DataChecker BV will endeavor to ensure that the Customer can make use of the networks that are directly or indirectly connected to the DataChecker BV network. However, DataChecker BV can not guarantee that these networks are available at any time. The use of third-party networks may be subject to legal and contractual conditions. DataChecker BV will endeavor to inform the Client about this in a timely manner.
Article 11. Faults
1. If agreed between the parties in Writing, the Client can report a malfunction to DataChecker BV in the manner determined by DataChecker BV in accordance with article 12. In that case, DataChecker BV will endeavor to resolve the malfunction in accordance with what parties have agreed in Writing. If, in the opinion of DataChecker BV, the Client's cooperation is necessary or desirable for the investigation into a malfunction, the Customer shall render all cooperation, useful or desirable, deemed necessary by DataChecker BV.
2. DataChecker BV is entitled to charge costs if the malfunction is related to careless or improper use by the Customer or non-compliance with user instructions.
Article 12. Processing Agreement and Service Level Agreement
1. In accordance with the applicable privacy legislation, DataChecker BV will enter into a processor agreement with the Customer.
2. The agreements regarding the service level of the Service are always explicitly agreed only in Writing in a Service Level Agreement (SLA) belonging to the Agreement.
3. In the event of any conflict with these Terms and Conditions, the special provisions in the SLA prevail.
Article 13. Personal Data Protection Act
1. In connection with the delivery or use of the Service (depending on the situation), each party will at all times comply with all laws, regulations and other rules of equivalent strength, including (in particular) all obligations. which follow from the Personal Data Protection Act and related regulations relating to that party.
2. DataChecker BV will not be required to change, change and / or improve the outcomes of the Service as a result of the provision of paragraph 1 of this article, other than where specifically agreed with the Customer or where DataChecker BV, to its reasonable opinion, such change, modification and / or improvement is essential for the continued use of its Service by its customers and in general.
3. Under the legislation concerning the processing of personal data, the Customer has obligations towards third parties, such as the obligation to provide information, as well as giving access to, correcting and deleting personal data of data subjects. The responsibility for the fulfillment of these obligations rests entirely and exclusively with the Client. Parties shall ensure that if the Service is used in this connection, DataChecker BV is 'processor' in the sense of the Personal Data Protection Act with regard to the processing of personal data.
4. DataChecker BV will (in all cases where it applies as processor) only process personal data in accordance with the instructions of the Customer. The Customer is deemed to have instructed DataChecker BV to process the personal data as required for the provision of the Service.
5. The Customer guarantees that the processing of the personal data that the Customer makes available to DataChecker BV meets the requirements of Articles 8 and 33 of the WBP.
6. In order to protect the integrity of the data used in connection with the Service, the Customer will abide by the reasonable instructions and guidelines of DataChecker BV with regard to data security. In addition, the Customer will not copy, influence or use any digital certificates, webcertificates and other security means of DataChecker BV in any unauthorized or improper manner;
7. Each party warrants that it will take appropriate technical and organisational measures against unauthorized or unlawful processing of personal data and against the destruction, loss or damage to personal data of the other party.
8. Each party allows the other party to verify (after timely announcement and during office hours) that the first party complies with its obligations under the Agreement with respect to the use of the Service. The party carrying out the check shall:
· Comply with the other party's procedures relating to the security and confidentiality of confidential information about customers of the other party;
· Take all reasonable steps to minimize the disruption of the business activities of the other party during such a check.
9. If due to changes in laws, regulations, codes of conduct or other rules of equal force, (including all reasonable interpretations thereof), or any modification (including termination) of any license held by DataChecker BV (right to use data or other materials from third parties such as the Supplier) DataChecker BV considers that according to its reasonable vision for DataChecker BV it is no longer possible or commercially feasible to
10. In the exercise of its rights under the previous paragraph, DataChecker BV will consult with the Customer and act in a reasonable manner in accordance with its treatment of its other customers.
11. The Client indemnifies DataChecker BV against all third-party claims against DataChecker BV which are the result of the Customer's failure to (fully) comply with the provisions of this article.
Article 14. Prices, security and terms
1. All prices are unless stated otherwise exclusive of turnover tax (VAT) and other levies which are or will be imposed by the government. Unless otherwise agreed, all prices are always in euros and Customer must pay all payments in euros.
2. Insofar as the agreed fees are related to a certain period and are not due over a full period, DataChecker BV may charge an amount pro rata per calendar day.
3. DataChecker BV is entitled to demand payment in advance and / or to obtain security from the Customer.
4. In the event of periodic payments due by the Client, DataChecker BV is entitled, unless expressly otherwise agreed in writing, to adjust the applicable prices and rates on a quarterly basis on the first day of that quarter, provided that DataChecker BV Customer no later than thirty ( 30) days before the start of the relevant quarter. In writing, informed of the intended amendment. If DataChecker BV wishes to reduce the applicable prices and rates, DataChecker BV is entitled to implement this reduction directly.
5. If DataChecker BV has entered into an Agreement on behalf of the Customer with a third party such as a Supplier and that third party increases its rates, DataChecker BV is entitled to effect that rate increase immediately.
6. DataChecker BV is permitted to increase the prices annually by a maximum of 5%, without the possibility for the Customer to cancel the relevant Agreement.
7. If the Client does not agree with the price and rates stated by DataChecker BV as referred to in paragraph 4 of this article, the Customer is entitled to terminate the Agreement in writing within fourteen (14) working days after the date of the notification. against the date stated in the notification from DataChecker BV on which the price or tariff increase would take effect.
Article 15. Payments
1. DataChecker BV may require certain Services to be paid by direct debit. The customer must authorize DataChecker BV for this.
2. For all invoices a payment term of fourteen (14) days applies or within the term stated on the invoice.
3. Customer agrees to electronic invoicing by DataChecker BV.
4. The payment obligation of the Customer commences on the day the Agreement is concluded. The payment relates to the period from the actual availability of the Service.
5. If direct debit has been agreed, Customer must ensure sufficient balance on the relevant account. If the direct debit is not successful, this will be communicated to the Client and DataChecker BV will be entitled to charge an administration fee of € 25.00 to the Client.
6. After the expiry of the payment term, the Client is legally in default and DataChecker BV is entitled to take collection measures. In addition, DataChecker BV has the right to terminate or suspend performance of the Agreement or any part thereof that has not yet been performed without notice of default or judicial intervention, without the right to compensation of damage for the Customer that may arise as a result.
7. DataChecker BV is entitled to charge an amount of € 15.00 in costs per reminder / reminder for sending (electronic) reminders / reminders.
8. The Customer is never entitled to set off the amount owed by him to DataChecker BV. Objections against the height of an invoice do not suspend the payment obligation. The Customer who does not appeal to Section 6.5.3 (Articles 231 to 247 of Book 6 BW) is also not entitled to suspend the payment of an invoice for any other reason.
9. DataChecker BV has the right to have the payments made by the Client go first of all to reduce the costs, then to reduce the interest still due.
10. If the Customer remains in default in the timely and / or complete payment of an invoice, then the Client is legally in default. The Customer then owes interest of 1.5% per month or part of a month, unless the statutory (trade) interest is higher, in which case the statutory (commercial) interest is due. The interest on the due and payable amount will be calculated from the moment the Customer is in default until the moment of payment of the full amount due.
11. If the Customer is in default or omission in the (timely) fulfillment of his obligations, then all reasonable costs incurred in obtaining payment out of court are at the expense of the Customer. The extrajudicial costs amount to 15% of the outstanding amount with a minimum of € 75.00.
Article 16. Duration and termination of Agreements
1. The Agreement is entered into for a period as agreed by the parties. If no specific term has been agreed, a duration of one (1) year applies.
2. The term of the Agreement shall be tacitly renewed for the duration of the original period but not longer than one (1) year, unless the Customer or DataChecker BV terminates the Agreement in Writing with due observance of a notice period of two (2) months for the end of the relevant contract period.
3. Any termination or cancellation by the Customer must take place in Writing including an (electronic) signature with which the authenticity and integrity of the termination is sufficiently guaranteed. DataChecker BV has the right to refuse cancellation if DataChecker BV does not consider the termination sufficiently reliable or complete.
4. DataChecker BV has the right to terminate the Agreement without notice of default or judicial intervention with immediate effect if the Customer has been placed under guardianship or has been declared bankrupt, has requested or obtained suspension of payment or otherwise has free management over his power and / or powers. In this case, the Customer is not entitled to any compensation in any way or on any grounds whatsoever.
5. If a Service can not be delivered by DataChecker BV for any reason, DataChecker BV is entitled to dissolve the Agreement on the grounds of this reason.
6. DataChecker BV can terminate the Agreement with immediate effect if the Customer fails to comply with one or more of its obligations towards DataChecker BV or does not comply with them properly or does not act in full.
7. DataChecker BV is entitled to suspend the fulfillment of the obligations or to dissolve the Agreement if:
· Customer does not, not fully or not timely fulfill the obligations under the Agreement and / or these Terms and Conditions;
· After the conclusion of the Agreement, come to know DataChecker BV circumstances giving good reason to fear that the Customer will not fulfill the obligations;
· If the Customer was requested at the conclusion of the Agreement to provide security for the fulfillment of his obligations under the Agreement and this security is not provided or is insufficient;
· If due to the delay on the part of the Customer, DataChecker BV can no longer be expected to fulfill the Agreement under the originally agreed conditions.
8. If the Agreement is dissolved, the claims of DataChecker BV on the Customer are immediately due and payable.
9. In the event of cancellation, termination or dissolution for whatever reason, DataChecker BV is entitled to delete all stored data or to make it inaccessible and to cancel all Accounts of Client immediately after the date on which the Agreement ends. DataChecker BV is not obliged in that case to provide Customer with a copy of these data.
Article 17. Liability
1. In the event of an attributable shortcoming in the performance of the Agreement, DataChecker BV shall only be liable for replacement compensation, that is to say reimbursement of the value of the performance that has not been made.
2. The liability of DataChecker BV is therefore always limited to the compensation that DataChecker BV has received within the framework of the Agreement. For Agreements that have a longer turnaround time than six (6) months, the liability is further limited to a maximum of the compensation over the last six (6) months.
3. In addition, the liability of DataChecker BV is limited in its totality to the amount that is paid under the business liability insurance in the relevant case if there is cover, plus the amount of the deductible.
4. DataChecker BV is, in case of liability, only liable for direct damage. Direct damage is exclusively understood as:
a. reasonable costs incurred by the Customer to have the performance of DataChecker BV comply with the Agreement;
b. reasonable costs incurred by the Client to trace and / or restore the lost data of the Customer as a result of data losser due to DataChecker BV greater than twenty-four (24) hours, only if and insofar as the Customer has not been able to. to make backups or hard copies of relevant data;
c. reasonable costs incurred by the Client for the necessity to keep its old system or systems operational for longer, and related provisions if DataChecker BV has not delivered on a fatal delivery date agreed between Parties in writing;
d. reasonable costs incurred by the Client for determining the cause and extent of the direct damage;
e. reasonable costs incurred to prevent or limit damage.
For other direct, indirect and / or consequential damages (including but not limited to lost profits, business stagnation costs, loss of relationships, damage resulting from, among other things, delay, loss of data, goodwill, exceeding a delivery period and / or defects found) than by Customer suffered direct damage, DataChecker BV is not liable.
5. The aforementioned limitations of liability do not apply if there is gross negligence or intent by DataChecker BV or its managers.
6. DataChecker BV accepts no liability for consequences of not being able to send, receive, store or change data if an agreed limit for storage space or data traffic has been reached.
7. The Customer accepts that DataChecker BV is not liable for any damage the Customer suffers as a result of not being able to access the internet and / or internet (web) applications operated by the Customer or third parties, unless there is intent or gross debt on the part of DataChecker BV.
8. Insofar as not stipulated otherwise in the Agreement, rights of action and other powers of the Client will lapse on any basis whatsoever with respect to DataChecker BV in any case after the expiry of one (1) year from the moment that a fact occurs that the Customer can use these rights and / or authorities in relation to DataChecker BV.
Article 18. Force majeure
1. Force majeure with respect to the Agreement means everything that is understood in this area in law and jurisprudence.
2. DataChecker BV is not obliged to fulfill its obligations under the Agreement if compliance has become impossible due to force majeure. The Agreement will then be dissolved.
3. In any case, this circumstance also includes but is not limited to: obligations imposed by the government which have consequences for the provision of internet services, disruptions or breakdowns of the internet, the telecommunication infrastructure, power failures, domestic disturbances, mobilization, war, obstruction in transport, strike, exclusion, business disturbances, stagnation in supply, fire, flooding as well as import and export barriers. In addition, force majeure is the case that DataChecker BV by its own DataChecker BV, regardless of the reason for this, not be able to deliver so that fulfillment of the Agreement can not reasonably be demanded of DataChecker BV.
4. Force majeure also means force majeure of the Supplier.
5. DataChecker BV can suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two (2) months, then each of the parties is entitled to dissolve the Agreement, without any obligation to compensate the other party for damage.
6. Insofar as DataChecker BV has already partially fulfilled or will be able to fulfill its obligations under the Agreement at the time of the occurrence of force majeure, and if the part that has been fulfilled or to be fulfilled is assigned independent value, DataChecker BV is entitled to comply with the obligations already fulfilled. to invoice the invoice separately. The Client is obliged to pay this invoice as if it were a separate Agreement.
Article 19. Guarantees
1. The Customer understands and accepts that the Service makes use of data provided by third parties to DataChecker BV or that are otherwise publicly available and that DataChecker BV is unable to verify the correctness and / or completeness of such data or to verify.
2. The Customer accepts that systems for estimating creditworthiness and / or trade risks can only be statistically predictive and can never be guaranteed.
3. The Customer accepts that the accuracy and usability of the DataChecker BV Service and the data generated with it are a snapshot.
4. DataChecker BV gives no guarantee or representation that the use by the Customer of the Service using indicative and / or predictive systems or data models or techniques for the Customer will yield any specific result. The Customer accepts that the Service is not intended to be used as the sole basis for any business decision of the Customer and / or Extra Users.
5. The warranties expressly set forth in the Agreement are the only guarantees that the parties reciprocally reciprocate with respect to the subject matter of the Agreement. All other guarantees, representations or conditions of equal force, whether or not resulting from the law, are excluded to the extent permitted by law.
6. Complaints about invoices must be submitted in Writing within fourteen (14) days of the invoice date.
Article 20. Confidentiality and confidentiality
1. The parties shall observe confidentiality with regard to confidential and / or company-sensitive information provided by the other party during the formation and the duration of the Agreement. This obligation also continues after the Agreement has expired.
2. The parties will not disclose confidential and / or company-sensitive information without the prior written consent of the other party.
3. The parties will take reasonable measures with regard to personnel, agencies, auxiliary persons or third parties to ensure this confidentiality.
4. The above confidentiality obligations do not exist if and insofar as:
· A party is obliged to disclose on the basis of a statutory regulation or a competent order issued by a governmental authority;
· The information at the time of the disclosure is part of the public domain and is widely known;
· At the time of disclosure to the other party this information was already in the possession of this party, or was independently developed by this party, without using the information provided.
Article 21. Intellectual property
1. All intellectual and industrial property rights to the Software, Websites, databases or data provided by DataChecker BV pursuant to the Agreement are vested exclusively in DataChecker BV or by third parties. The Client will only acquire the user rights that are explicitly granted with these Terms and Conditions and the law. Any other or more extensive right of the Client to reproduce Software, Websites, databases or other materials is excluded. A right of use to the Customer is non-exclusive and can not be transferred by the Customer to third parties.
2. Only if explicitly agreed in Writing or if this is necessary in connection with license provisions of third parties, the source code of developed Software will be made available to the Customer.
3. The Customer is not permitted to remove or change any designation concerning the confidential nature or concerning copyrights, trademarks, trade names or other intellectual or industrial property rights from the Software, Websites, databases, Hardware / Software or materials.
4. DataChecker BV reserves all rights for and with regard to the intellectual property associated with the items that it uses or has used in the performance of the Agreement.
5. The Customer is not permitted to hand over these items to third parties, other than to obtain an expert opinion about the Work of DataChecker BV.
6. In the event of violation of the provisions of this article, the Customer shall forfeit a fine of EUR 15,000 (fifteen thousand euros) for each violation or for each day, including a part of a day, up to a maximum of E 500,000.00 ( five hundred thousand euros), without prejudice to the other rights that DataChecker BV can enforce.
7. If any right of intellectual property is transferred to Software from DataChecker BV to Customer, DataChecker BV shall retain an unlimited and perpetual license to use the Software and its components in its operations and deliver it to others.
8. DataChecker BV reserves the right at all times to use the knowledge gained by the execution of the Agreement for the benefit of other customers, insofar as no information from the Client becomes available to third parties in violation of confidentiality obligations.
9. The Customer is not permitted to remove or change any designation concerning copyrights, brands, trade names or other intellectual property rights from the Software.
10. Nothing from the foregoing may be interpreted or applied in a manner that conflicts with a provision from licenses, such as open source licenses, on third-party software that are part of the Software developed by DataChecker BV. If these licenses entail obligations for the Software developed by DataChecker BV, these obligations shall exceed the provisions of this article
Article 22. Applicable law and conditions
1. Only Dutch law applies to all Agreements between Customer and DataChecker BV. The possible applicability of the Vienna Sales Convention is excluded.
2. All disputes relating to or arising from the interpretation and / or performance of the Agreement, with the exception of disputes that fall under the exclusive jurisdiction of the subdistrict court judge shall be settled by the District Court of The Hague.
3. These Terms and Conditions have been filed with the Chamber of Commerce and will be sent free of charge by DataChecker BV on request. The Terms and Conditions can also be consulted and saved via the website of DataChecker BV.
4. Applicable is always the last registered version or the version that applied at the time of the establishment of the legal relationship with DataChecker BV.
5. The Dutch text of the Terms and Conditions is always decisive for the explanation thereof.