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Terms and conditions

GENERAL TERMS AND CONDITIONS OF SOFTWAREWATCHER B.V.

 

1. Definitions

  1. SoftwareWatcher B.V., based in Groningen, Chamber of Commerce (KvK) number 72328355, is referred to in these terms and conditions as the Service Provider.
  2. The counterparty of the Service Provider is referred to in these terms and conditions as the Client.
  3. Parties are the Service Provider and the Client together
  4. The Agreement means the agreement for the provision of services between the Parties.
  5. The Assignment means the subscriptions that can be chosen by the Client on the SoftwareWatcher partner page: https://www.softwarewatcher.nl/partner/
  6. The Service Provider's website is referred to as Softwarewatcher.nl.
  7. User refers to people who visit the Softwarewatcher.nl website and carry out a software selection via this website.

2. Applicability of the terms and conditions

  1. These terms and conditions apply to all quotations, offers, agreements and deliveries of services by or on behalf of the Service Provider.
  2. Deviations from these terms and conditions are only possible if expressly agreed in writing by the Parties.
  3. For the Service Provider, the Agreement always contains best-efforts obligations, not obligations to achieve a specific result.

3. Payment

  1. Invoices must be paid within 14 days of the invoice date, unless the Parties have made other agreements in writing or a different payment term is stated on the invoice.
  2. Payments are made, without any right to suspension or set-off, by transferring the amount due to the bank account number specified by the Service Provider.
  3. If the Client does not pay within the agreed period, the Client is in default by operation of law, without any notice of default being required. From that moment the Service Provider is entitled to suspend its obligations until the Client has met its payment obligations.
  4. If the Client remains in default, the Service Provider will proceed to collection. The costs of that collection are for the account of the Client. When the Client is in default, in addition to the principal sum it also owes the Service Provider statutory (commercial) interest, extrajudicial collection costs and other damages. The collection costs are calculated on the basis of the Decree on compensation for extrajudicial collection costs (Besluit vergoeding voor buitengerechtelijke incassokosten).
  5. In the event of liquidation, bankruptcy, attachment or suspension of payment of the Client, the Service Provider's claims on the Client are immediately due and payable.
  6. If the Client refuses to cooperate in the performance of the Assignment by the Service Provider, the Client is still obliged to pay the agreed price to the Service Provider.

4. Offers and quotations

  1. The Service Provider's offers are valid for at most 2 months, unless a different acceptance period is stated in the offer. If the offer is not accepted within that stated period, the offer lapses.
  2. Delivery times in quotations are indicative and, if exceeded, do not give the Client the right to dissolution or compensation, unless the Parties have expressly agreed otherwise in writing.

5. Prices

  1. The prices stated on the Service Provider's offers, quotations and invoices are exclusive of VAT and any other government levies, unless expressly stated otherwise.
  2. Prices for services are based on the cost prices known at that time. Increases in these, which the Service Provider could not foresee at the time of making the offer or of the agreement being concluded, may give rise to price increases.
  3. The prices agreed when entering into the agreement are based on the price level applied at that time. The Service Provider has the right to adjust the fees to be charged to the Client every six months, on 1 January or 1 July.
  4. Adjusted prices and rates will be communicated to the Client as soon as possible.

6. Provision of information by the Client

  1. The Client makes all information relevant to the performance of the Assignment available to the Service Provider.
  2. The Client is obliged to make available, in good time and in the desired form and manner, all data and documents that the Service Provider considers necessary for the correct performance of the Assignment.
  3. The Client is responsible for the accuracy, completeness and reliability of the data and documents made available to the Service Provider, even if these originate from third parties, insofar as the nature of the Assignment does not dictate otherwise.
  4. The Client indemnifies the Service Provider against any damage in whatever form arising from failure to comply with the provisions of the first paragraph of this article.
  5. If the Client does not make the data and documents required by the Service Provider available, or does not do so in good time or properly, and the performance of the Assignment is delayed as a result, then publication on the SoftwareWatcher.nl website will be postponed until this information is available.

7. Cancellation & changes

  • Cancellation & changes of the Assignment can be submitted by email to [email protected].
  • When cancelling by email, the following details must be stated: name of contact person, name of business software and telephone number.
  • The Assignment can be cancelled monthly.
  • The cancellation or change of the Assignment takes effect after the Service Provider has received notice, or as much later as indicated.

8. Performance of the agreement

  1. The Service Provider performs the agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
  2. The Service Provider has the right to have work carried out by third parties.
  3. Performance takes place in mutual consultation and after written agreement.
  4. It is the Client's responsibility that the Service Provider can start on the Assignment in good time.

9. Duration of the Assignment contract

  1. The agreement between the Client and the Service Provider is entered into for an indefinite period, unless the nature of the agreement dictates otherwise or the parties have expressly agreed otherwise in writing.

10. Force majeure

  1. In addition to the provisions of Article 6:75 of the Dutch Civil Code (Burgerlijk Wetboek), a failure of the Service Provider to perform any obligation towards the Client cannot be attributed to the Service Provider in the event of a circumstance beyond the Service Provider's control that wholly or partially prevents the performance of its obligations towards the Client, or as a result of which performance of its obligations cannot reasonably be required of the Service Provider. These circumstances also include default by suppliers or other third parties, power failures, computer viruses, strikes and work stoppages.
  2. If a situation as referred to above arises as a result of which the Service Provider cannot meet its obligations towards the Client, those obligations are suspended for as long as the Service Provider cannot meet its obligations. If the situation referred to in the previous sentence has lasted 30 calendar days, the Parties have the right to dissolve the agreement in whole or in part in writing
  3. In the case referred to in the second paragraph of this article, the Service Provider is not obliged to pay any compensation for damage, even if the Service Provider benefits in any way from the force majeure situation.

11. Set-off

  1. The Client waives its right to set off a debt owed to the Service Provider against a claim on the Service Provider.

12. Suspension

  1. The Client waives the right to suspend performance of any obligation arising from this agreement.

13. Transfer of rights

  1. Rights of a party under this agreement cannot be transferred without the prior written consent of the other party. This provision constitutes a clause with property-law effect as referred to in Article 3:83, second paragraph, of the Dutch Civil Code.

14. Liability for damage

  1. The Service Provider is not liable for damage arising from the agreement, unless the Service Provider caused the damage intentionally or through gross negligence.
  2. The limitation of liability also applies if the Service Provider is held liable for any damage arising directly or indirectly from the improper functioning of the equipment, software, data files, registers or other items used by the Service Provider in performing the Assignment.
  3. The Service Provider is not liable for damage suffered by the Client or User arising from incorrect information on the SoftwareWatcher.nl website
  4. The Service Provider's liability for damage resulting from intent or deliberate recklessness on the part of the Service Provider or its managerial subordinates is not excluded

15. Liability of the Client

  1. If an Assignment is placed by more than one person, each of them is jointly and severally liable for the amounts owed to the Service Provider under that Assignment.
  2. If an Assignment is placed, directly or indirectly, by a natural person on behalf of a legal entity, this natural person may also be the Client in a personal capacity. This requires that this natural person can be regarded as the (co-)policymaker of the legal entity. In the event of non-payment by the legal entity, the natural person is therefore personally liable for payment of the invoice, regardless of whether it was made out, at the Client's request or otherwise, in the name of the legal entity, in the name of the Client as a natural person, or both.

16. Indemnification

  1. The Client indemnifies the Service Provider against all claims by third parties that are connected with the services provided by the Service Provider.

17. Duty to complain

  1. The Client is obliged to report complaints about the work carried out to the Service Provider in writing immediately. The complaint contains as detailed a description as possible of the shortcoming, so that the Service Provider is able to respond adequately.
  2. A complaint can in no case result in the Service Provider being obliged to carry out work other than what was agreed.

18. Retention of title, right of suspension and right of retention

  1. If the agreed price has not been paid as agreed, the Service Provider has the right of retention. The service will then not be delivered until the Client has paid in full and as agreed.
  2. In the event of liquidation, insolvency or suspension of payment of the Client, the Client's obligations are immediately due and payable.

19. Intellectual property

  1. The intellectual absolute rights mentioned may not be copied, shown to third parties and/or made available or otherwise used without the written permission of the Service Provider.

20. Confidentiality

  1. Each of the Parties shall keep confidential the information it receives (in whatever form) from the other party and all other information concerning the other party that it knows or can reasonably suspect to be secret or confidential, or information of which it can expect that its dissemination could cause damage to the other party, and shall take all necessary measures to ensure that its staff also keep the said information confidential.
  2. The confidentiality obligation referred to in the first paragraph of this article does not apply to information:
    1. that was already public at the time the recipient received this information, or became public afterwards without a breach by the receiving party of a confidentiality obligation resting on it;
    2. of which the receiving party can prove that this information was already in its possession at the time it was provided by the other party;
    3. that the receiving party received from a third party where this third party was entitled to provide this information to the receiving party
    4. that is made public by the receiving party on the basis of a legal obligation.
  3. The confidentiality obligation described in this article applies for the duration of this agreement and for a period of three years after its end.

21. Penalty for breach of confidentiality obligation

  1. If the Client breaches the article of these terms and conditions on confidentiality, the Client forfeits to the Service Provider an immediately payable penalty of € 5.000 for each breach and, in addition, an amount of € 500 for each day that the breach continues. This applies regardless of whether the breach can be attributed to the Client. Moreover, no prior notice of default or legal proceedings is required for this penalty to be forfeited. There also need not be any form of damage.
  2. Forfeiting the penalty referred to in the first paragraph of this article does not affect the other rights of the Service Provider, including its right to claim damages in addition to the penalty.

22. Dispute resolution

  1. Dutch law applies to these terms and conditions.
  2. All disputes arising from these terms and conditions will be submitted exclusively to the competent court of the Northern Netherlands District Court (Rechtbank Noord-Nederland).