Terms of service for the Saus web application7 December 2015
The following definitions are used in these terms of service:
Application: the web application to which the Supplier grants the User access as per the User Agreement;
Consumer: a natural person who is not acting in the exercise of a profession or business;
User: the person or legal entity who has completed the registration process required for gaining access to the Application and thus has entered an Agreement with the Supplier;
User Agreement: the agreement established between the Supplier and the User regarding the use of the Application;
Supplier: IADA v.o.f., based in Nijmegen, the Netherlands and registered with the Chamber of Commerce of Central Gelderland (Kamer van Koophandel Centraal Gelderland) under number 53388550;
Upgrade Agreement: an agreement established between the Supplier and the User in regards to providing additional functionality within the Application.
1. These terms apply to all negotiations, offers, quotations and agreements to which the Supplier has declared these terms applicable, to the extent that these have not been explicitly deviated from in writing.
2. Any terms and conditions of the User do not apply.
3. Should any stipulation forming part of these terms be or become null and void, these terms will otherwise remain in full force.
3. Offers and quotations
1. All offers and quotations by the Supplier are non-binding and revocable, unless the Supplier stated otherwise in writing at the moment he made the offer or quotation.
2. The Supplier is only bound to acceptance of a binding offer or quotation by the User if the Supplier has received the acceptance within the defined acceptance period or, if such a period has not been defined, within thirty days from the day on which the offer or quotation was made.
3. All monetary amounts stated in offers or quotations are in Euros and exclusive of VAT and other government charges and fees, unless explicitly stated otherwise.
4. Suspension, dissolution and cancellation of agreements
1. If the Supplier executes a legitimate right to suspend the fulfilment of his obligations, the Supplier may charge the User for any costs caused by the suspension.
2. The Supplier has the right to wholly or partially suspend the fulfilment of his obligations arising from an agreement with immediate effect if the User fails to fulfil a payment obligation, notwithstanding any other suspension rights that the Supplier may execute based on law or agreement.
3. Both parties have the right to dissolute an agreement only if the counterparty imputably fails to meet essential obligations from the agreement and if the counterparty has been sent a formal notice in writing and has been given a reasonable period of time to fulfil his obligations.
4. Payment obligations on the User are always essential obligations in the sense of the previous paragraph.
5. If the Supplier has already performed services before the dissolution, these services and their corresponding payment obligations will not be affected by the dissolution. In any case, payment obligations for performed services that have been invoiced by the Supplier before the dissolution will not be affected by the dissolution.
6. If an agreement has an unspecified duration and will not end by completion of its purpose according to its nature and content, it may be cancelled by either of both parties, subject to one month's notice.
7. Besides the cancellation rights specified in these terms of service, the Supplier has the right to cancel agreements at any time, subject to one month's notice. If the Supplier uses this possibility, any amounts paid to the Supplier will be refunded, insofar no services will be performed by Supplier in return as a result of the cancellation.
8. If the User's company is liquidated or discontinued, if the User's company is subject to a change in control, if the User is granted suspension of payments or if bankruptcy of the User has been applied for, the Supplier has the right to cancel the agreement with immediate effect. In this case, the User is not entitled to any refunds or compensation of damages.
5. Start and end of the User Agreement
1. The User Agreement starts at the moment that the User has completed the registration process required for gaining access to the Application.
2. The User Agreement ends by cancellation by the User or the Supplier using the Application. Both parties are bound to a term of notice of one month. If cancellation using the Application is not reasonably possible, the User Agreement may be cancelled in writing or by e-mail.
1. The Supplier gives the User a non-exclusive, non-transferable right to use the Application for the duration of the User Agreement.
2. The User is not allowed to carry out any activities which cause inconvenience or damage to the Supplier, third parties hired by the Supplier or users of the Application.
3. The User is not allowed to carry out any activities which can reasonably be expected to cause damage to systems of the Supplier, third parties hired by the Supplier or users of the Application.
4. The User is not allowed to use the Application in a way that breaches the law or these terms of service.
5. The Supplier reserves the right to limit the use of the Application by the User, if the Supplier deems this necessary for ensuring the quality or the continuity of the Application.
6. The Supplier reserves the right to revoke the access of the User to the Application temporarily or indefinitely if the User carries out activities which are prohibited by these terms of service.
7. The User carries the sole responsibility of ensuring that his login information remains confidential. If the User suspects that third parties have or have had unauthorised access to his user account, he has the obligation to inform the Supplier immediately. If the Supplier suspects abuse of the user account of the User, he reserves the right to make the user account inaccessible.
7. Start and end of Upgrade Agreements
1. An Upgrade Agreement starts when the User submits an order from within the Application.
2. An Upgrade Agreement ends after the contract period chosen by the User upon ordering the upgrade.
3. If the User has authorised the Supplier to automatically collect the price of the Upgrade Agreement, the Agreement will be renewed for successive periods, each with a duration of the contract period chosen by the User, after expiration of the original contract period.
4. If the User is a Consumer, both parties may cancel the Upgrade Agreement after the first renewal as meant in the previous paragraph at any moment, while being bound to a term of notice of one month.
8. Paid services
1. If the User enters an Upgrade Agreement with the Supplier, the additional functionality included in this Upgrade Agreement will be made available for the duration of the agreement chosen by the User.
2. The additional functionality will not be made available before the User has fully paid the due price.
3. Any amounts paid by the User will only be refunded insofar this is required by binding legislation or an explicit provision in these terms of service.
4. The Supplier reserves the right to change prices and change the composition of upgrade packages at any time.
9. The Application
1. The Supplier reserves the right to modify the Application at any time.
2. A working internet connection is required to access the Application. The Supplier does not have any obligation to offer any support in regards to establishing and maintaining this internet connection.
10. Processing of personal data
2. Insofar as the User processes personal data using the Application, the User is legally responsible for the processing of these data. The User indemnifies the Supplier against any claims made by third parties related to the processing of personal data by the User, insofar as the Supplier is not liable according to an obligation from an agreement between the User and the Supplier in the sense of article 14 of the Dutch Personal Data Protection Act (Wet bescherming persoonsgegevens) or according to binding legislation.
3. The Supplier is never liable for the loss of or unauthorised access to personal data resulting from unlawful access to systems or data of the Supplier or resulting from other abuse by third parties.
1. The Supplier is never liable for indirect damage, consequential damage, loss of profit, missed savings, reduced goodwill, damage resulting from operational stagnation, damage resulting from claims by customers of the User, corruption, destruction or loss of data, damage related to the use of items, materials or software prescribed to the Supplier by the User or damage related to the deployment of suppliers prescribed to the Supplier by the User.
2. The Supplier is also never liable for damage resulting from (temporary) unavailability of the Application, as a result of a network failure or any other circumstances, and damage resulting from leakage of confidential or non-confidential information from an access-restricted part of the Application.
3. The User indemnifies the Supplier against any claims made by third parties related to data stored in the Application by the User.
4. No obligation to compensation of damages will exist if the User fails to inform the Supplier about any damage as soon as possible after it is suffered. Any proceedings against the Supplier to obtain compensation of damages will be barred after a period of one year from the event causing the damage.
5. The total liability of the Supplier is limited to compensation of direct damage to a maximum of the agreed price for use of the Application for the entire year in which the damage was caused.
6. The exclusions and limitations of liability in these terms of service are valid irrespective of the nature of the action from which the liability would result (attributable failure to perform, unlawful act or otherwise).
7. The exclusions and limitations of liability in these terms of service for direct damage will be null and void if and insofar the damage was caused deliberately or was a result of conscious recklessness by the Supplier.
12. Modification of these terms of service
The Supplier has the right to modify these terms of service at any time and has the right to apply the modified terms to existing legal relations. When the Supplier uses this possibility, he will notify the User of the intended changes at least thirty days before the day that the modified terms will come into force. If the User does not agree with the modified terms, he has the right to cancel the legal relation by the date on which the new terms of service will come into force. If the User has not used this possibility before the date of entry into force, he will be deemed having agreed to the modifications.
13. Applicable law and dispute resolution
1. These terms of service and all negotiations, offers, quotations and agreements to which these terms have been declared applicable are exclusively governed by the law of the Netherlands.
2. Disputes arising from or connected to these terms or any negotiation, offer, quotation or agreement to which these terms have been declared applicable will be submitted to the competent court in the Netherlands.
3. These terms of service shall be applied and interpreted in accordance with their Dutch version.