user agreement

POURIFY USER TERMS AND CONDITIONS

These are the general User Terms and Conditions (“Terms”) applicable to the platform solution ‘POURIFY’ (the “Platform”) offered by Pourify B.V., having its office at Rozengracht 145h (1016 LW) in Amsterdam (NL) and registered with the Chamber of Commerce under number 87546612 (“Supplier”).

These Terms can also be viewed and downloaded from the website: <www.pourify.com> or will be sent upon request.

1. DEFINITIONS

1.1 In these Terms the following terms, both singular and plural, shall have the following meaning:

Account	the personal business account of the Customer through which access is gained to and use can be made of the Platform by individual Users.
Affiliate	any entity which is Controlled by, Controls or is under common Control with, such entity from time to time. "Control" in this context means, with respect to the relevant entity, the direct or indirect ownership or control of more than 50% of the ownership interests or voting power at the general meeting or a similar body, of that entity, or the right or ability to appoint or remove or direct the appointment or removal of, such number of the members of the management board or a similar body of that entity with the decisive voting power in such body.
Agreement	the agreement between Supplier and Customer regarding the use of the Platform under a specific Subscription and the purchase of Hardware (where applicable), together with these Terms.
App	the (mobile) software application which provides a dashboard with data insights for the Customer and Users under the Customer’s Account.
Business Day	any weekday (Monday to Friday), other than a bank holiday or public holiday in the Netherlands.
Business Hours	the hours of 09:00 to 17:00 CET on a Business Day.
ConfidentialInformation	any and all information, documents, materials or data (in writing, orally or electronically) disclosed by a Party in the context of this Agreement, including without limitation: reports, analyses, forecasts, methods, (technical) designs, (technical) drawings, equipment designs, (technical) presentations, technical information, business information, statements, technical plans, names and expertise of employees and consultants, (technical) processes, formulas or specifications, business research and development, marketing plans, financial plans, supplier or customer information, trade secrets and/or any other information that is marked “confidential”, “secret” or similar designation which indicates the confidential nature thereof.
Credentials	the login credentials such as username and password that the Customer or an authorized User will use to access the Account.
Customer	the legal person, that has entered into a Subscription with Supplier in order to access and make use of the Platform.
Customer Data	all data and information submitted, uploaded, transmitted and/or generated to the Platform by the Users within an Account or integrated (via interfaces) with the Platform, as well as data and documents generated as a result of the use of the Platform by the Users within an Account. All data or information, uploaded by a User via the use of the App and/or the Pourer Device.
Force Majeure	an event, or a series of related events, that is outside the reasonable control of Supplier, including but not limited to: i) war, (natural) disasters, explosions, fires, floods, riots and terrorist attacks; ii) governmental measures; iii) sickness, pandemics, epidemics; iv) strike actions and boycotts; v) failures of the Internet or any public telecommunications or data network, failures of cloud providers, electricity failures; vi) hacker attacks, denial of Platform attacks, virus or other malicious software attacks or infections; vii) non-performance on the part of suppliers that were prescribed by the Customer, non-performance of suppliers of Supplier due to force majeure; viii) failures or defects in items, documents, software or (API)integrations of third parties that are used or prescribed by Customer.
GDPR	the European General Data Protection Regulation (EU 2016/679).
Hardware	the Pourer Device, the Pourer Hub and/or any other hardware device.
IntellectualProperty Rights	any and all intellectual property rights, worldwide, whether registered or unregistered, such as but not limited to patent rights, copyrights (including rights in software, source code and object code), database rights, rights in designs, utility models, trademarks, trade and business names and all associated goodwill; rights to goodwill or to sue for passing off or unfair competition; database rights, and any other (intellectual) property rights in or related to know-how and trade secrets, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Pourer Device	the Supplier's pourer which integrates a battery and Bluetooth and connects to the Pourer Hub.
Pourer Hub	the central connector, linking a Pourer Device via Bluetooth to the Internet through Wi-Fiwithin the Venue.
Platform	the platform solution ‘POURIFY’ as offered by Supplier which integrates Hardware and an App with the aim of providing precision technology for optimal efficiency and waste reduction within the Customer’s Venue, and providing data insights and support visible within the Customer’s Account.
Support	support in relation to the use of, and the identification and resolution of errors in the Platform.
Subscription Request	the (online) request from a Customer to Supplier for obtaining a certain Subscription.
Subscription	the type of subscription for making use of the Platform, as being offered by Supplier at that time.
User	the end user authorized by the Customer who is actually making use of the App and Pourer Device within the Venue.
Venue	a specific hospitality location of Customer where a Pourer Hub is situated and Pourer Devices are being used.

1.2 In these Terms:

1.2.1 references to recitals and appendices shall form an integral part of this Agreement;

1.2.2 words in the singular shall also include the plural and vice versa;

1.2.3 words such as "including", "include", "comprise" or "such as" are used to indicate that the list to which they refer is not exhaustive;

1.2.4 the terms ‘written’ or ‘in writing’ also intend to include ‘via email’.

2 GENERAL

2.1 Before being able to access the Account and make use of the Platform, the Customer and its authorized Usersmust agree to the applicability of these Terms. These Terms and any additional written agreements (if applicable) constitute the entire Agreement between Supplier and the Customer regarding the use of and access to the Platform, and supersede all prior oral or written agreements between the Customer and Supplier (to the extent applicable).

2.2 These Terms apply to all offers and quotes of, Subscriptions, Subscription Requests and/or additional agreements with Supplier in connection with the use, provision and availability of the Platform and or any components thereof, such as the Hardware, App or Account.

2.3 If any provision of these Terms is held invalid, void or otherwise unenforceable, the enforceability of the remaining provisions of these Terms will not be impaired thereby. In such event, Supplier will replace the invalid provision with a provision that is valid and enforceable thereby taking into account the intention of the original provision.

2.4 Additions to or deviations from these Terms shall only apply if and where explicitly agreed in writing with Supplier.

2.5 Supplier is entitled to unilaterally amend these Terms at any time, by informing the Customer of the amendment, via email or the Account. Non-material, minor changes do not need to be accepted by the Customer. Material changes that (may) impact the Customer must be accepted by the Customer. If the Customer does not wish to accept the amended version of the Terms, the Customer must Supplier immediately - no later than fourteen (14) days after the notification date - and the Customer's Subscription will be terminated as of the effective date of the new, amended Terms. This means that the Customer will no longer have access to the App and the Account from that moment on. In any case, a new version of the Terms will apply to new Subscriptions.

2.6 These Terms have also been drawn up for the benefit of: all companies which Supplier is affiliated with in a group, has or has had a management or cooperation agreement with including their directors and shareholders; all directors, (former) employees and third parties (as well as their heirs) who work/have worked in any way for or were affiliated with or employed by Supplier; and all third parties Supplier may engage in connection with the provision of the Platform. The Terms apply as a third-party clause as referred to Book 6, Section 253 of the Dutch Civil Code for the benefit of all persons and legal entities referred to in this clause. As a result they are entitled to invoke the respective provisions in these Terms as the occasion arises.

3 SUBSCRIPTION, ACCOUNT AND CREDENTIALS

3.1 A Subscription Request of Customer may be refused by Supplier at any time to its own discretion. One reason for this may be when Supplier suspects fraud, abuse or misuse. Supplier accepts no liability for such refusal.

3.2 A Subscription includes access to the Account and App and make use of the Platform for the duration, the maximum number of Users and the functionalities as offered by Supplier at that time, which may also change from time to time.

3.3 All information provided by the Customer and necessary for the setup of and access to the Account and App must be accurate, complete, and up-to-date at all times. The Customer is responsible for the accuracy and completeness of all provided data, information, and documents, even when provided by employees or third parties. Requests for changes from the Customer can be made through the Account.

3.4 The Customer also has the option to upgrade a Subscription. This can be executed and processed by the Customer within the Account.

3.5 Additionally, the Customer is independently responsible for all activities or actions taken by a User under the Account and/or via the App. If the Customer knows or suspects that unauthorized third parties have gained access to the Credentials and/or the Account, the Customer will immediately notify Supplier. The above applies regardless of the Customer's obligation to also take immediate measures to prevent further access, misuse, or loss of data. Supplier cannot be held liable for any loss or damage resulting from the Customer or User's failure to maintain the confidentiality or security of the Credentials.

3.6 Via the Account, the Customer can grant one or more Users - within the permitted scope of the relevant Subscription - access to the App and Platform, and such Users are also subject to these Terms.

4 USE OF THE APP AND PLATFORM

4.1 By accepting the Terms, the Customer gains access to the Platform and App via the Account. In this context, the Customer obtains a temporary, limited, non-exclusive, and non-transferable right to make use of the Platform functionalities within the scope of its Subscription. Within the scope of the Subscription, Customer is also entitled to authorize Users to make use of the Platform functionalities under the Customer’s Account.

4.2 The Customer is not permitted to sell, transfer or pledge certain rights and/or obligations related to (the use of) the Platform to a third party.

4.3 The proper use and functioning of the Platform requires Customer to purchase and connect the Hardware and download the App. Users also need to download the App to connect with the Platform. In addition, the proper use and functioning of the Platform requires a stable Internet connection within the Customer’s Venue and Customer is independently responsible for compliance herewith. Supplier will never be liable for any unavailability or disadvantage resulting from or connected with the unavailability or instability of the Wi-Fi Internet connection at the Customer’s Venue.

4.4 The Customer warrants and guarantees, directly and indirectly:

4.4.1 not to publish, distribute, (re)sell, lease and/or otherwise copy the Hardware, App or Platform;

4.4.2 not to modify, decompile, copy, translate or otherwise or reverse engineer the Hardware, App or Platform;

4.4.3 not to hack and/or otherwise obtain unauthorized access to the Hardware, App or Platform;

4.4.4 not to use the Account, App or Platform to upload or transmit viruses, spyware, Trojan Horses, hoaxes or any other type of malicious or destructive code;

4.4.5 not to use or misuse the Hardware, App or Platform to infringe, limit or disturb the integrity or capabilities of the Platform (or part thereof) and/or to modify or remove Customer Data;

4.4.6 not to use the Hardware, App or Platform for any illegal, fraudulent or unauthorized purpose;

4.4.7 not to conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Account, App or Platform;

4.4.8 not to interfere with or circumvent the security features of the Hardware, App or Platform.

4.4.9 not to infringe or violate third party rights, such as but not limited to third party Intellectual Property or privacy rights;

4.4.10 not to use the Hardware, App or Platform for any activity that causes or may cause damage or loss to the Platform (or part thereof), Supplier, or may affect the availability or accessibility of the App, Platform (or parts thereof);

4.4.11 not to subject the App or Platform to a penetration test or other type of audit without first obtaining prior written consent from Supplier.

4.5 The Customer acknowledges and accepts that Supplier reserves the right to monitor the use of the App and Platform by the Customer - explicitly including the use by Users - and to assess at its own discretion whether this use is 'reasonable' or in violation of these Terms, in particular the prohibited actions mentioned under this clause 4. If the use of the App and Platform by the Customer - explicitly including the use by a User - does not fall within the framework of 'reasonable use' or is considered in violation of these Terms, Supplier may take (temporary) measures to limit or prevent the (adverse) effects of such unauthorized use, including but not limited to (temporarily) blocking or suspending access to the Account and the Platform by the Customer and its Users, without prejudice to Supplier's right to hold the Customer liable for any damages incurred or suffered as a result of the unauthorized use. Supplier is never liable for any potential damage, disadvantage, or loss that a (temporary) blocking or restriction of access to the Account and the Platform may have on the Customer.

4.6 Supplier has no control over, and shall not be liable for: (a) the uploading, transmission and/or sharing of the Customer Data via the App or otherwise; (b) verification and validation of the Customer Data; (c) verification and validation of the (data) outcomes, insights, results and visualisations resulting from the use of the Platform by the Customer and/or Users; (d) the access to and use of the App and/or Platform by the Users; (e) the provision by the Customer of Credentials to Users or third parties.

4.7 The Customer shall indemnify and hold Supplier harmless from and against any claim, demand, damage, and/or costs (including attorney fees) arising or that may arise from the use or misuse of the App or Platform, or the violation of these Terms, by the Customer and/or a User(s) under the Account.

4.8 Upon termination or suspension of access to (parts of) the Platform and/or the Account, regardless of the reason thereof, the Customer's right to make use of the Platform and App ceases immediately and the Subscription and Credentials may be immediately terminated and revoked. Unless otherwise agreed in writing, the Customer shall not be entitled to (pro rata) refund of any fees already paid, compensation or any other form of compensation.

4.9 Supplier reserves the right to unilaterally modify (parts of) the Platform at any time and for any reason, with or without notice (including but not limited to adding or removing certain features or functionality), or to discontinue (parts of) the Platform. In the event of such modification or discontinuation, all rights granted to the Customer under these Terms are immediately revoked. Supplier shall not be liable for any damage, loss, disadvantage or any other reason towards the Customer, a User or a third party as a result of such modification or discontinuation of (parts of) the Platform.

5 ORDER AND SUPPLY OF HARDWARE

5.1 To the extent a Subscription Request of Customer also includes one or more Hardware order(s), this clause also applies. Such Hardware order will need to be confirmed by Supplier in writing in order to be considered accepted. Supplier reserves the right to refuse a Hardware order for whatever reason.

5.2 Supplier determines the method of transport, shipping and packaging of ordered Hardware.

5.3 Any delivery dates or timelines specified by Supplier shall be established to the best of Supplier’s knowledge on the basis of the information available to it at the time. Any such delivery dates or timelines shall in all cases be target dates and shall not bind Supplier in any way.

5.4 The Customer is obliged to immediately take receipt of any Hardware delivered by Supplier once these are delivered. If Hardware is being stored for any reason whatsoever, for example because the Customer has nottaken receipt or cannot take possession of the Hardware delivered, this will at all times be at the Customer'sexpense and risk.

5.5 The Customer is obliged to properly inspect the Hardware delivered by Supplier immediately upon delivery forthe correct amount, faults and defects and, if these are found, to inform Supplier thereof in writing, as soon as possible, but at least within fourteen (14) days after the delivery. By installing, connecting and integrating theHardware to the Platform in conformity with the guidelines and manual as provided by Supplier, the Customer confirms that the Hardware are accepted in good condition.

5.6 Unless otherwise agreed in writing, Supplier applies a warranty period to the Hardware of two (2) months fromthe moment of delivery. The warranty provided does not apply to wear and tear or to defects that arise as a result of unauthorized use or misuse by the Customer (e.g. modification of the Hardware or use of theHardware for other purposes), or the Customer’s non-compliance with provided guidelines or manuals as made available.

5.7 If the Customer notifies the Supplier of a complaint or defect within the warranty period, the Customer must immediately enable Supplier to verify and assess the complaint or defects established by the Customer. IfSupplier believes that the complaint or defect is justified, Supplier will have the option of either (i) repairingthe Hardware, (ii) replacing the Hardware with new Hardware free of charge, or (iii) taking back the Hardware and providing the Customer with a refund. This will be the sole remedy available to Customer and Customer shall not be entitled to claim any alternative or additional compensation or damages.

5.8 All Hardware delivered or to be delivered by Supplier remain Supplier’s property as long as the Customer has notfully met its payment obligations in respect of the Hardware. During such retention period, the Customer is notentitled to use the delivered Hardware nor to pledge or encumber the Hardware with any other right.

6 PRICE AND PAYMENT

6.1 The Customer will pay a subscription fee for the type of Subscription, as also stipulated within the Account(“Subscription Fee”). Customer may also need to pay for the Hardware, which is a one-time price, as stipulated by Supplier.

6.2 The Subscription Fee is payable on a monthly basis, in advance. The Customer can pay the fee through the methods as indicated by Supplier. Invoices from Supplier must be paid by the Customer within a period of fourteen (14) days from the invoice date. If the Customer purchases (additional) Hardware on top of the Subscription, this will be reflected on the invoice.

6.3 All prices are exclusive of value added tax (VAT), shipping or transportation costs and/or other levies imposed or to be imposed by the government. All prices are in euros and must be paid in euros, unless explicitly indicated or agreed otherwise by Supplier.

6.4 Supplier reserves the right to adjust the Subscription Fee and/or any other applicable prices periodically, thereby taking into account amongst others inflation and added features or functionalities to the Platform within the relevant Subscription.

6.5 The Customer shall never be entitled to suspend any payment or to set off any Subscription Fees due.

6.6 If the Customer fails to (timely) pay the Subscription Fees or other prices due, Supplier is entitled to the statutory commercial interest from the due date of the invoice until the date on which full payment is received by Supplier, and without any demand or notice of default being required. In such event, the Customer shall also be obliged to pay all judicial and extrajudicial costs, including all legal and collection costs of third parties, which need to be incurred by Supplier as a result of non-compliance with the payment obligations by the Customer. The foregoing shall be without prejudice to Supplier’s other rights under these Terms and/or the law.

6.7 Should the Customer continuously and/or structurally fail to (timely) pay the fees or prices due, Supplier is also entitled to immediately suspend access to the Account and the Platform (in whole or in part) until all outstanding payments are fully settled by the Customer, without prejudice to Supplier's other rights under these Terms and/or the law.

6.8 With regard to the Subscription Fees and other prices due by the Customer, the relevant documents and data from Supplier’s administration or systems provide full evidence, without prejudice to the Customer's right to provide evidence to the contrary.

7 ADDITIONAL SERVICES AND SUPPORT

7.1 Although Supplier undertakes to provide and maintain the App and Platform to the best of its ability, the App and Platform are provided AS IS and AS AVAILABLE, without warranty or condition of any kind, explicit or implied, including any warranty of non-infringement and fitness for a particular purpose. Supplier does not guarantee that the App and/or Platform shall at all times function without error or interruption, nor that they will be wholly free from defects, errors and bugs and suitable for the purposes as intended by the Customer.

7.2 Supplier constantly strives to resolve any errors or defects in the App and/or Platform as soon as possible. Support requests can be submitted via email, online chat, or other available communication channels within the Account.

7.3 Supplier aims to schedule any maintenance to the Platform outside of Business Days and Business Hours as much as possible.

7.4 Any requests from the Customer for additional Platforms, such as but not limited to data migration, configuration assistance, consultancy, training and/or education, will be invoiced to the Customer by Supplier in accordance with Supplier's applicable fees and rates.

7.5 Where appropriate for the proper performance of Support or providing additional services, Supplier reserves the right to engage affiliates or third parties to carry out (part of) the Support or other services, such at the discretion of Supplier. In this respect, the applicability of articles 7:404, 7:407 paragraph 2, and 7:409 DutchCivil Code is expressly excluded.

7.6 Supplier will handle properly substantiated requests for Support within a reasonable period of time depending on severity and impact. Supplier cannot guarantee the accuracy, completeness or timeliness of responses in connection with the Support provided. Unless agreed otherwise in writing, Support will only be provided on Business Days during Business Hours.

7.7 Supplier will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, but may (temporarily) suspend or restrict the use or availability of the App and/or Platform (or any part thereof) at any time as necessary to perform maintenance or implement updates, upgrades, or new releases of the Platform. Supplier will undertake reasonable efforts to notify the Customer in advance of any (temporary) suspension or restriction. The (temporary) suspension of (parts of) the App and/or Platform shall never create a claim or right to (damage) compensation or refund for the Customer against Supplier.

8 INTELLECTUAL PROPERTY RIGHTS

8.1 All Intellectual Property Rights in and related to the Hardware, App and Platform shall exclusively vest in Supplier and/or its licensors.

8.2 The Customer only acquires those usage rights that are explicitly granted in and in accordance with these Terms. Any other rights are explicitly reserved by Supplier.

8.3 Supplier will be entitled at all times to add or implement technical measures to the Hardware, App and/or Platform to protect the Hardware, App and/or Platform, including underlying Intellectual Property Rights, against misuse, unauthorised access, also when such measures may lead to a limitation of the use by the Customer or Users. The Customer is prohibited from removing or amending any indications or credits of Intellectual Property Rights or confidentiality from the Hardware, App and/or Platform.

8.4 The Customer grants Supplier a worldwide, perpetual, royalty free, non-exclusive, non-revocable right and license to copy, save, export, modify, translate or otherwise use the Customer Data to the extent reasonably necessary for the provision of the App or Platform and/or the performance of obligations in accordance with these Terms. The Customer acknowledges and accepts that Supplier may use the Customer Data in an anonymized and aggregated form for analysis and benchmarking purposes, improvement of the Hardware, App, Platform and/or development of new innovative solutions by Supplier.

9 PERSONAL DATA PROCESSING

9.1 Supplier processes the personal data of Users in accordance with the GDPR, as also further detailed in its Privacy Policy.

9.2 In view of the services provided by Supplier it may also be possible that Supplier processes personal data upon instruction and for the benefit of the Customer (such as the processing of Support notifications). In this event, and if no separate data processing agreement has been concluded between Supplier and the Customer, the provisions in this clause will constitute as a data processing agreement in accordance with Article 28 paragraph 3 of the GDPR, whereby Supplier qualifies as the ‘processor’ and the Customer as the ‘controller’.

9.2.1 The processing of personal data by Supplier will only take place within the scope of Supplier’s services, which includes hosting, managing and maintaining the App, Platform, providing Support, and for purposes reasonably related to or as further determined with approval of the Customer.

9.2.2 Supplier has taken adequate technical and organisational measures to protect the personal data against loss or any form of unlawful processing, such as the unauthorised access to or alteration or disclosure of the personal data, thereby taking into account the state of the art and the costs of implementation in relation to the risks and the nature of the personal data to be protected. Supplier does not guarantee that the measures will be effective under all circumstances.

9.2.3 Supplier is entitled to engage third parties for the processing of the personal data (i.e. sub-processors). Supplier will then ensure that these sub-processors are bound by at least the same obligations as agreed under this data processing agreement of clause 9.2.

9.2.4 Supplier will process the personal data in countries within the European Economic Area (EEA). To the extent personal data need to be transferred to a country or organisation outside the EEA, the statutory requirements for such transfer will be taken into account.

9.2.5 Supplier will keep the personal data confidential and require its employees and any sub-processors or other third parties to also maintain confidentiality.

9.2.6 The Customer will at all times be and remain independently responsible for reporting a data breach, which is understood to mean: a breach of the security of personal data, leading to the (possible)accidental or unlawful destruction, loss, alteration, unauthorized disclosure of - or access to - personal data, or any indication that such a breach will occur or has occurred, to the relevant supervisory authority and/or data subjects. In order to enable the Customer to comply with this legal obligation, Supplier informs the Customer as soon as possible - no later than sixty (60) hours - after discovery of the data breach, stating the following information: the nature of the data breach, where possible, including the types of personal data, and categories of data subjects involved; the day and time when the data breach was discovered; the potential consequences of the data breach; and the measures taken or proposed to address the data breach and/or mitigate any adverse effects thereof.

9.3 In the event a User files a data subject rights request with Supplier, Supplier will forward such request to the Customer, who will handle the request further. Supplier may inform the relevant User thereof.

9.4 This data processing agreement applies as long as Supplier processes personal data on behalf of the Customer and its respective Users in the context of providing the Platform and/or related services. When theSubscription terminates, for whatever reason and in whatever way, any personal data of Users will be deleted six (6) months after termination, unless a longer retention period is required based upon statutory retention obligations.

10 LIMITATION OF LIABILITY

10.1 Supplier’s total aggregate liability due to an attributable failure or due to any other legal reason whatsoever, shall be limited to the compensation of direct losses or damages only and not exceeding the amount actually paid out by Supplier’s company liability insurance as a result of the claim in question. If Supplier’s insurance company does not proceed to a pay-out, regardless of the thereof, the total aggregate liability will in all events be limited to the compensation of direct losses or damages only and not exceeding - the lower amount of - the sum of the total prices and fees (excl. VAT) received by Supplier from the Customer in the six (6) months prior to occurrence of the damage, or the amount of EUR 10,000.

10.2 The exclusions and restrictions referred to in clause 10.1 to 10.2 will not apply if and to the extent the damage or loss are the result of an intentional act or gross recklessness by Supplier.

10.3 Supplier’s liability for indirect- and/or consequential loss or damage in connection with the use of the App, Hardware and/or Platform, including but not limited to: loss of profit, loss of revenues, missed income, missed savings, reduced goodwill, loss or damage due to business stagnation or interruption, is explicitly excluded. Also Supplier's liability for the damage, destruction or loss of data, or for the (temporary) unavailability of the App and/or Platform, is excluded.

10.4 Supplier shall never be liable for the failure to comply with an obligation that is hindered by, or the compensation of damages (incurred by the Customer or any third party) which are the result of Force Majeure.

10.5 Except where performance by Supplier is permanently impossible, Supplier shall only be in default for an attributable failure after it has been given written notice of the default thereby granting Supplier with a reasonable term of at least thirty (30) days to remedy the default. The notice of default must contain a comprehensive and detailed description of the breach, in order to ensure that Supplier has the opportunity to respond adequately.

10.6 Claims for damages against Supplier shall in any event lapse by the mere expiry of twelve (12) months after the damage occurred.

11 TERM AND TERMINATION

11.1 Unless agreed otherwise in writing between Supplier and the Customer, every Subscription can be terminated for convenience by both Customer or Supplier on a monthly basis, thereby taking into account a notice period of a full calendar month. Subject to the timely receipt of a written notice of termination in accordance with this clause, the Subscription will be automatically and tacitly renewed for periods of the same duration, typically one (1) month.

11.2 Supplier furthermore has the right to terminate the Subscription with Customer in writing and with immediate effect, and without becoming liable towards the Customer, in any of the following events:

11.2.1 the Customer has been declared bankrupt or files for bankruptcy;

11.2.2 the Customer has been granted with a (provisional) suspension of payment of has requested a suspension of payment;

11.2.3 the Customer is structurally unable to pay its fees or other debts when they are due and/or offers creditors a settlement;

11.2.4 the Customer fails to meet one or more material obligations under these Terms, including but not limited to the obligations under clause 4, and/or payment obligations;

11.2.5 the Customer ceases all - or substantially all of - its business operations.

11.3 Upon the termination of a Subscription under these Terms, more specifically this clause 11, regardless of the reason thereof, the following shall apply:

11.3.1 all usage rights of the Customer (including the Users) shall immediately cease and the Customer – thereby explicitly including the Users – shall immediately cease and desist the use of the App and Platform;

11.3.2 Supplier shall have the right to close the Customer's Account and deactivate all access by Customer and the Users to the Account, App and Platform, as per the termination or end date as recorded in Supplier's systems.

11.3.3 Supplier shall delete the Customer Data six (6) months after termination or expiration, unless a longer retention period is required based upon statutory retention obligations;

11.3.4 Any outstanding claims or invoices of Supplier at the time of termination of the Subscription shall become immediately due and payable; and

11.3.5 Customer shall not be entitled to a (partial) refund of already paid Subscription Fees, nor shall Customer be entitled to any other form of compensation or damages.

11.4 Rights or obligations arising from these Terms that are intended to remain in effect even after termination or expiration of the Subscription, shall remain in full force and effect. This will in any case include this provision and clauses 1 (definitions), 2 (general), 8 (intellectual property), 9 (processing of personal data), 10 (limitation of liability), 11.3 and 11.4 (consequences of termination) and 12 (governing law and disputes).

12 GOVERNING LAW AND DISPUTES

12.1 These Terms and any other agreements or contractual arrangements between Supplier and the Customer shall be exclusively governed by the laws of the Netherlands.

12.2 Any disputes that may arise between Supplier and the Customer from or in connection with these Terms or any related agreements, and which cannot be settled amicably, shall be exclusively brought before the competent courts in the Netherlands - and to the extent legally permitted - exclusively within the district where Supplier holds its statutory seat.

Amsterdam, June 2024

user agreement

make every

drop count

Request information here