General Terms and Conditions of SpotOn in Groningen
As filed under number 59823704 with the Chamber of Commerce.
Article 1. Definitions
In these general terms and conditions, these terms have the following meaning:
1. Client: The natural or legal person, acting in the exercise of his profession or business to whom SpotOn makes an offer, makes a quotation, from whom an order has been accepted and/or with whom an Agreement has been concluded.
2. SpotOn: The private limited company Spot Marketing Solutions BV, with its registered office at Gedempte Zuiderdiep 124, 9711HM in Groningen.
3. Parties: Client and SpotOn together.
4. Agreement: The agreement between the Parties.
5. Service(s): the SpotOn software and marketing services resulting from the SpotOn software.
6. Product(s): the hardware of the WiFi network.
7. Deviations from these general terms and conditions are only possible if and insofar as the Parties have accepted and confirmed these deviations in writing.
8. SpotOn is at all times entitled to change these general terms and conditions. These changes will come into effect two weeks after announcement.
9. If a provision of these general terms and conditions is invalid or null and void, the other provisions of these general terms and conditions will remain in full force and effect and the Parties will consult in order to agree on new provisions to replace the void or nullified provisions, whereby as much as possible the purpose and intent of the void or voided provisions is taken into account.
Article 2. Offer/quotation
1. All quotations issued by SpotOn are without obligation and are valid for 30 days after the date of the quotation.
2. All prices, rates and amounts stated by SpotOn are exclusive of turnover tax and government levies, as well as transport, delivery, administration, travel and accommodation costs. The prices are also, where applicable, exclusive of the costs for the installation of the product.
3. If SpotOn agrees a certain price with the Client, SpotOn is nevertheless entitled, after written notification to the Client, to increase the price if SpotOn can demonstrate that significant price changes have taken place between the time of conclusion of the Agreement and delivery. with regard to raw materials, currency, wages or otherwise unforeseen circumstances.
4. If the price increase amounts to more than 20%, the Client has the right to dissolve the Agreement.
5. SpotOn is entitled to demand a security from the Client before commencing the execution of the Agreement.
6. SpotOn is not obliged to perform part of the assignment for a corresponding part of the stated price in the case of composite offers. Offers and quotations do not automatically apply to future orders.
7. If there are special circumstances that may affect SpotOn's products or services, the Client must indicate this in a timely manner. The Client guarantees the correctness and completeness of the information provided, on the basis of which SpotOn has based its offer, in full or in part. The Client always takes the utmost care that the requirements that SpotOn's performance must meet are correct and complete.
Article 3. Agreement
1. The Agreement is concluded at the moment that SpotOn has received the Agreement signed for approval by the Client.
2. The Client cannot transfer its rights and obligations under the Agreement to third parties without SpotOn's prior written permission.
3. If the Agreement is entered into with several Clients or if the Client consists of several (legal) persons, they are jointly and severally liable for full compliance with the Agreement.
4. Articles 7:400 to 7:412 of the Dutch Civil Code are expressly not applicable.
5. The Agreement is entered into for a definite period of time. At the end of the specified period, the Agreement will be tacitly extended for one year, unless the provisions referred to in paragraph 7 of this article apply.
6. The Agreement cannot be canceled during the specified period.
7. Termination of the Agreement is only possible in writing, with due observance of a notice period of three months and towards the end of the month SpotOn reserves the right to dissolve the agreement by e-mail if the agreed Products are no longer available or are no longer available for the agreed price.9. With regard to the performances performed by SpotOn and the amounts owed by the Client for this, the relevant documents and data from SpotOn's administration or systems provide full evidence, without prejudice to the Client's right to provide proof to the contrary.
Article 4. Performance of services
1. SpotOn will perform the services from the Agreement to the best of its knowledge and ability. All services from the Agreements between the Client and SpotOn refer to a best efforts obligation, unless SpotOn has expressly promised a result in the Agreement and the relevant result has also been described with sufficient specificity.
2. In all cases in which SpotOn deems it useful or necessary, SpotOn has the right to have certain activities performed by third parties or to be assisted by third parties.
The Client is obliged to make available all data and documents, which SpotOn needs in accordance with its opinion, in the manner desired by SpotOn.
3. SpotOn has the right to suspend the execution of the assignment until the Client has complied with article 4.3. Any (extra) costs arising from this delay will be borne by the Client.
4. 5. The performance of the work to be performed for the Client is exclusively for the benefit of the Client. Third parties cannot derive any rights from the content of the work performed.
5. Execution terms agreed upon in favor of the Client can never be regarded as strict deadlines.
6. For each uninterrupted period in which SpotOn carries out work for less than 3 hours at a location other than SpotOn, or outside working hours, SpotOn is entitled to charge 3 hours. There is an uninterrupted period if the time in which no activities are performed, between one period and the next period in which activities are performed, does not exceed 1 hour.
7. Work performed outside working hours (09:00-18:00) is regarded as overtime, unless expressly agreed otherwise. In the event of overtime, the applicable hourly rate will be increased by a surcharge of 50%. In the event of overtime during weekends, holidays and public holidays, the applicable hourly rate will be increased by a surcharge of 100%.
If the Client wishes additional deliveries or adjustments during the execution of an agreement, or during the term of a periodic agreement between SpotOn and the Client, as a result of which the performance (s) of SpotOn is demonstrably increased, there is additional work. The client owes the costs of additional work in accordance with SpotOn's usual hourly rate, based on subsequent calculation. However, SpotOn is not obliged to comply with such a request and may require that a separate written agreement be concluded for the additional deliveries or adjustments.
Article 5. Change of Agreement
1. If during the execution of the Agreement it appears that it is necessary for proper execution to change, supplement and/or change the term of the Agreement, the Parties will amend the Agreement in writing in a timely manner and in mutual consultation.
SpotOn will indicate the extent to which this will result in a change in the price when the Agreement is adjusted in mutual consultation. Furthermore, by changing the agreement, the originally stated term of execution can be changed. The client accepts the possibility of amending the agreement, including the change in price and term of execution.
2. If the agreement is changed, including an addition, SpotOn is entitled to implement it only after the Client has agreed to the price and other conditions specified for the implementation, including the time to be determined at which it will be implemented. .
Article 6. Payment
1. Payment of the agreed price must take place no later than 14 days after the invoice date. The Client's right to set off any claims against SpotOn is expressly excluded.
2. SpotOn is entitled to demand an advance on price prior to the execution of the Agreement. As soon as the advance has been received, SpotOn will start with the Agreement.
3. SpotOn is always entitled to perform and invoice the Agreement in parts, such that SpotOn will deliver and invoice Products to the extent that they are ready.
4. If the Client does not pay the partial invoice within 14 days of the invoice date, SpotOn is entitled to suspend the execution of the agreement until the Client has paid the partial invoice in full.
5. All payments by the Client to SpotOn will be deducted from any costs and interest that have fallen due and also from the oldest outstanding invoices from SpotOn, regardless of any other indication by SpotOn.
6. In the event of non-payment, late payment or incomplete payment of the price owed by the Client, the Client will be in default by operation of law after expiry of the term referred to in paragraph 1. The Client will then owe 2% interest per month on the outstanding invoice amount.
7. If the Client fails to fulfill one or more obligations towards SpotOn, all reasonable costs incurred in obtaining payment – in and out of court – will be borne by the Client, whereby the extrajudicial costs amount to 15% of the invoice amount with a minimum of € 200, –. The Client is not entitled to suspend and/or set off its obligations towards SpotOn.
8. The client approves any invoicing by email.
9. Depending on the term for which the agreement was entered into, the costs owed will be charged for the coming year.
10. There will never be a refund of paid amounts.
Article 7. Delivery and delivery term
Delivery times specified by SpotOn can never be regarded as deadlines. The mere exceeding of a stated or specified term does not put SpotOn in default. SpotOn must therefore be offered a reasonable term of at least 21 days by means of a registered notice of default to still implement the agreement.
Delivery takes place ex works at SpotOn, unless otherwise agreed. Clearance and customs clearance for foreign deliveries can be arranged by SpotOn, but is at the expense of the Client. When traveling abroad, any liability is at the expense and risk of the Client. 3. The Client is obliged to take delivery of the Products purchased at the time they are made available to him in accordance with the Agreement. If the Client refuses to accept or is negligent in providing information or instructions necessary for the delivery, the Products will be stored at the risk of the Client. In that case, the Client will owe all additional costs, including storage costs in any case 4. SpotOn will not proceed with delivery until the full invoiced amount has been paid by the Client, unless otherwise agreed.
The delivery period only starts as soon as SpotOn is in possession of all Products, data and documents to be provided by the Client.
Any installation and/or assembly of the delivered goods is at the risk of the Client.
Article 8. Retention of title and right of retention
All Products delivered by SpotOn remain the property of SpotOn until the Client has fulfilled all obligations under the Agreement.
Products delivered by SpotOn, which are subject to retention of title pursuant to paragraph 1, may never be used as a means of payment by the Client
The Client is not authorized to pledge or otherwise encumber the Products subject to retention of title. This right is an absolute right and has effect under property law.
The Client already now gives unconditional and irrevocable written permission to SpotOn or to a third party to be designated by it, in all cases in which SpotOn wishes to exercise its property rights, to enter all those places where SpotOn's property will then be located and those Products to take there.
If third parties seize the Products delivered subject to retention of title or wish to establish or enforce rights thereon, the Client is obliged to inform SpotOn of this in writing as soon as may reasonably be expected.
The Client undertakes to insure the Products delivered subject to retention of title and to keep them insured, until these Products have been paid off in full, against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection on first request.
If SpotOn cannot invoke its retention of title because the delivered goods have been mixed, deformed and/or checked, the Client is obliged to pledge the newly formed item to SpotOn.
Without prejudice to the legal right of retention, SpotOn is entitled to retain any property of the Client that has been made available to it in any way whatsoever, until the full satisfaction of all that SpotOn has to claim from the Client for whatever reason, unless the Client has provided adequate security in respect of that claim. SpotOn also has the right of retention in the event of the Client's bankruptcy.
When the Agreement has ended, the Product remains the property of the Client.
Article 9. Indemnification
1. The Client guarantees that no rights of third parties preclude the provision by or on behalf of the Client to SpotOn of equipment, software or materials for the purpose of use and/or processing.
2. The Client indemnifies SpotOn against any action based on the claim that making it available, using or processing it infringes any rights of third parties.
3. The Client indemnifies SpotOn against claims from third parties due to non-compliance by the Client with legal rules, including the Personal Data Protection Act.
4. The Client indemnifies SpotOn against all claims for compensation from third parties, for whatever reason, with regard to damage in any way caused by the unlawful or careless use of the Products and/or Services delivered to the Client.
Article 10. Liability
1. SpotOn's liability, insofar as it is covered by its liability insurance, is limited to the amount that is paid out in the context of the professional/company liability insurance in the relevant case, increased by the relevant deductible of SpotOn. If in any case the insurer does not pay out or the damage is not covered by the insurance, SpotOn's liability is limited to a maximum of the amount that SpotOn has invoiced to the Client for its work in the relevant Agreement, at all times with a maximum of €500.
2. SpotOn is not liable for loss, damage or alteration of data and/or data of the Client by using the Service.
3. SpotOn is not liable for indirect or consequential damage suffered by the Client or a third party with regard to (the use of) the Products and/or the Services provided, including: stagnation in the regular course of business in the Client's business, lost profit , lost savings and consequential damage, in any way related to or caused by the performance of the work by SpotOn.
4. SpotOn is only liable for direct damage. Direct damage is exclusively understood to mean:
the reasonable costs to determine the cause and extent of the damage, insofar as the determination relates to damage within the meaning of these terms and conditions;
any reasonable costs incurred to have the defective performance of SpotOn comply with the agreement, insofar as these can be attributed to SpotOn;
the reasonable costs incurred to prevent or limit damage, insofar as the Client demonstrates that these costs have led to limitation of direct damage as referred to in these general terms and conditions.
1. A condition for the existence of any right to compensation is always that the Client reports this to SpotOn in detail and by registered letter as soon as possible after the damage has occurred, and in any case within eight days after the damage has occurred. .
2. SpotOn is not liable for damage if and insofar as the Client has not done what can reasonably be expected of it to limit its damage.
3. SpotOn makes no guarantees and is not liable for complete continuous availability and fault-free functioning of the Product.
4. SpotOn is not liable for reduced performance of the Product, loss of data or unauthorized access, as a result of willfully disrupting the Product by third parties. This includes, but is not limited to: DDoS attacks, hacker attacks and viruses.
5. SpotOn is dependent on services and/or networks of third parties for the Product, for example with cable internet or ADSL and security software. SpotOn is not liable for damage of any nature or for whatever reason, caused by services or networks of third parties, including malfunctions and/or errors in the networks or infrastructure of third parties.
6. SpotOn is not liable for damage, of whatever nature, caused by SpotOn relying on incorrect and/or incomplete information provided by or on behalf of the Client.
7. Any liability shall pass at the time of delivery of the Products. Liability for placement, installation and use lies with the Client at all times. The Client is responsible for the actual fit and compatibility of the delivered Products. If the Client does not report external defects within 8 days of receipt, the Products are deemed to have been received in good condition.
8. The limitations of liability included in these general terms and conditions do not apply if the damage is due to intent or gross negligence on the part of SpotOn.13. Only the warranty of the Manufacturer of the Products applies.
9. Before SpotOn can be held liable, the Client must at all times send a notice of default. A notice of default must be sent by registered post and contain as detailed a description as possible of the shortcoming, so that SpotOn is able to respond adequately and investigate the shortcoming. A notice of default must contain a reasonable recovery period of at least 21 days.
Article 11. Force majeure
1. Force majeure on the part of SpotOn suspends its (further) obligations under the Agreement as long as the force majeure continues. This force majeure does not suspend the Client's obligations.
2. Force majeure is understood to mean any circumstance independent of SpotOn's will that temporarily or permanently prevents fulfillment of the Agreement and which should not be at SpotOn's risk by law or according to standards of reasonableness and fairness, as well as, insofar as not already including: obstacles caused by measures, laws or decisions of competent international or national (government) authorities, lack of raw materials, strike, occupation, blockade, embargo, war, unrest and equivalent conditions, power failure, breakdown in (tele)communication lines , failures in the connection to the Internet, failures in networks, fire, explosion, water damage, flood, lightning and other natural disasters and calamities, illness, strikes, power failure, hardware failure, attempts by third parties to prevent failure or inaccessibility of the software. effect as well as any shortcoming of auxiliary persons ns and/or suppliers of SpotOn and all other causes that have arisen through no fault or sphere of risk of SpotOn. Force majeure is equated with: made seriously difficult. 3. As soon as a force majeure situation occurs at SpotOn, it will notify the Client, unless this cannot reasonably be expected in view of the circumstances.
3. If SpotOn has already partially fulfilled its obligations when the force majeure situation occurs, SpotOn is entitled to invoice that part that has already been performed separately. The Client is obliged to pay that invoice as if it concerned a separate Agreement.
4. If the force majeure situation at SpotOn continues for at least three months, the Parties are entitled to terminate the Agreement prematurely without observing any notice period. Termination within the meaning of this article shall be effected by registered letter.
Article 12. Dissolution and suspension of the Agreement
1. If:
a. Client is in default with the (timely) fulfillment of any obligation with regard to the Agreement, B. It is plausible that the Client will not, not fully and/or not timely fulfill an obligation towards SpotOn; C. The Client has been declared bankrupt, has been placed under guardianship, has been granted a moratorium or the statutory debt rescheduling scheme has been declared applicable to the Client, or a request to that effect is pending;
b. Then SpotOn has the right to suspend the fulfillment of all Agreements existing between the Client and SpotOn, or to dissolve this Agreement in whole or in part without any notice of default and without being obliged to pay any compensation. Suspension and dissolution are only permitted insofar as the shortcoming justifies it in the opinion of SpotOn.
c. Furthermore, SpotOn is authorized to dissolve the Agreement (or have it dissolved) if circumstances arise that are of such a nature that fulfillment of the Agreement is impossible or can no longer be required according to standards of reasonableness and fairness, or if other circumstances arise that are of such a nature that unaltered maintenance of the Agreement cannot reasonably be expected.
d. All any obligations of the Client towards SpotOn become immediately due and payable after dissolution or suspension. The foregoing is subject to an exception if the Client offers SpotOn 2. sufficient security for the fulfillment of its obligations. In the event of suspension or dissolution, SpotOn does not owe a refund and the Client is not entitled to compensation.
2. Suspension and/or dissolution do not affect the payment obligation for the work already performed. In addition, SpotOn is then entitled to claim compensation from the Client for damage, costs and interests caused by the Client's default and the dissolution of the Agreement, including the income lost by SpotOn.
3. In addition to the suspension referred to in this article, SpotOn is also entitled to deny the Client or an End User access to the service as well as to deactivate the Product.
Article 13. Confidentiality
1. SpotOn and the Client are obliged to maintain the confidentiality of all confidential information and data that they have obtained from each other in the context of the Agreement.
2. Information is considered confidential if this has been communicated by the other party or if this results from the nature of the information, as well as the works described in Article 16.
3. The confidentiality referred to in paragraph 1 does not apply insofar as legal or professional rules impose an information obligation on SpotOn.
Article 14. Complaints
1. Complaints about the Product and/or Service must be reported to SpotOn in writing, under penalty of forfeiture, within 10 working days after delivery of the Product and/or Service.
2. Complaints about the invoice must be reported to SpotOn in writing by the Client within 10 working days of the invoice date.
3. A complaint does not suspend the Client's payment obligation.
4. If a complaint is justified, SpotOn will still comply as agreed, unless this has already become demonstrably pointless for the Client. The latter must be made known in writing by the Client.
5. The Client will provide all the cooperation required by SpotOn for the investigation of the complaint, including by giving SpotOn the opportunity to conduct an on-site investigation into the nature of the complaint, including the quality and/or quantity of the delivered goods. performance.
6. If it is established that a complaint is (largely) unfounded, the costs incurred as a result, including the investigation costs, will be borne by the Client.
7. Contrary to the statutory limitation periods, the limitation period for all claims and defenses of the Client against SpotOn and the third parties involved by SpotOn in the execution of an agreement is 1 year.
Article 15. Use of the service
1. The Client acknowledges that the intellectual property rights with regard to the software of the Product, hereinafter 'the software', rest with SpotOn and/or its licensors.
2. The Client is not permitted to adapt, reproduce, publish, distribute, etc. the software without SpotOn's prior permission.
3. Without prejudice to the provisions of Article 10 of these general terms and conditions, the Client is liable for damage suffered by SpotOn and/or a third party as a result of an attributable shortcoming in the performance, unauthorized acts or omissions of users of the Product and/or Service. The client indemnifies SpotOn against claims by third parties for compensation for damage as a result of an unauthorized act or omission thereof.
Article 16. Data, designs and drawings
1. The intellectual property rights with regard to drawings, calculations, descriptions, models, tools, software, equipment, quotations, reports and other materials produced by SpotOn or only used in the context of the implementation of the Agreement, remain with SpotOn. or its suppliers.
2. All information contained in the documents referred to in paragraph 1, or which forms the basis of the manufacturing and construction methods, products, etc., remains exclusively reserved to SpotOn, regardless of whether costs have been charged to the Client for this. The aforementioned information must be returned to SpotOn at its first request.
3. The Client guarantees that the information referred to in this article, other than for the implementation of the Agreement, will only be copied, shown to third parties, made known and/or used with the written permission of SpotOn.
Article 17. Intellectual property rights
1. All intellectual property rights to Services and/or Products as well as the know-how resting thereon rest solely with SpotOn or its licensor(s). The Client only acquires the rights of use and powers that are granted in these general terms and conditions or in the Agreement and that within the limits set by the license. The delivery of Services and/or Products never entails any transfer of intellectual property rights.
2. The Client is not permitted to remove or change any designation of intellectual property, in the broadest sense of the word, from the Services and/or Products, including designations regarding the confidential nature and secrecy of the Services and/or Products.
3. The Client will not disclose, reproduce or make available to a third party the Services and/or Products in any way in whole or in part without SpotOn's prior written permission, except in those cases where the permission is apparent from the nature of the Service and/or the Product. .
4. SpotOn can take technical measures to protect the software. If SpotOn has secured the software in this way, the Client is not permitted to (or attempt to) remove or evade this security.
5. The Client guarantees that it is the owner or rightful claimant of, or at least (timely) disposal of all necessary licenses and/or permits for all materials, data, software and/or software made available by it to SpotOn.
6. The Client is responsible for the use and application in its organization of the Services, Products, the control and security procedures for adequate system management.6. The End User only acquires a non-exclusive and non-transferable right of use for the Services with regard to the agreed objectives.
7. The Contractor is authorized to use the Client's trade name and logos, as well as an abbreviated version of the agreement, or an agreement that has already been performed, for other purposes, including marketing and placement on the Contractor's website, without further permission from the Client.
Article 18. Telecommunications
1. If the telecommunications facilities of the Client are used in the performance of the Agreement, the Client is responsible for the correct choice and their timely availability. SpotOn accepts no liability for transmission errors that are not attributable to it.
2. All costs associated with the use of the telecommunications facilities are for the account of the Client.
3. When processing data using telecommunications facilities, SpotOn will assign access or identification codes to the Client. The Client will treat the access codes confidentially and will only make them known to authorized employees.
Article 19. Security and privacy
1. Insofar as the use of the Service entails the processing of personal data, SpotOn and the Client are responsible. In that capacity, SpotOn will comply with all legal obligations resting on it, insofar as SpotOn provides the Client with an explicit instruction for this. The client will audit SpotOn in a timely manner. The Client will inform SpotOn in writing about the improvements and the way in which the Client implements its obligations under the privacy regulations, insofar as it is important for the implementation of this Agreement. By entering into this agreement, the Client instructs SpotOn to process the personal data of End Users. SpotOn will only carry out other processing on behalf of the Client or if there is a legal obligation to do so.
2. When entering into the agreement, the Client expressly instructs you to process and/or store the personal data of End Users in a database for the purpose of executing the agreement.
3. SpotOn will only process personal data as it becomes known to it in the context of the Services for the performance of the assignment as provided in this Agreement and will observe confidentiality.
4. SpotOn will take care of technical and organizational measures to realize an appropriate security level.
5. Under the privacy regulations, the client has obligations towards the data subjects, such as with regard to providing information, as well as providing access to, correcting and removing personal data. The responsibility for the fulfillment of these obligations rests with the Client. SpotOn will cooperate with the obligations to be fulfilled by the Client.
6. The exact conditions and obligations for the processing of personal data must be included in a separate processing agreement.
Article 20. Software and/or equipment from suppliers
1. If and insofar as SpotOn makes third-party software and/or equipment available to the Client, provided SpotOn has notified the Client of this in writing, the terms and conditions of those third parties in the relationship between SpotOn (if SpotOn ) and the Client (as purchaser/client) apply, setting aside the provisions of these general terms and conditions. The Client accepts the aforementioned terms and conditions of third parties.
Article 21. Packaging, dispatch and (internal) transport
1. SpotOn determines the method of packaging and shipping. If the Client requires a special method of packaging and/or shipment, the associated additional costs will be for its account.
2. All (return) shipment(s) and all (internal) transport, also in the context of delivery on site, is at the expense and risk of the Client.
3. SpotOn does not take back the packaging by default. The Client will deal with the packaging in a manner that is in accordance with the applicable (government) regulations.
Article 22. On-site arrangement
1. If it has been agreed that the Products will be (delivered and) installed on site, the internet connection and any cabling work will be at the expense and risk of the Client.
2. The client is liable for and obliged to compensate all (indirect) damage to and loss of materials, equipment, tools and employees supplied or employed by SpotOn at the destination, unless this damage or loss is due to intent or gross negligence. from SpotOn.
Article 23. Returns
1. The Client returns delivered Products in the condition in which they were received by the Client (new condition), in the original packaging and only in consultation with and after written permission from SpotOn. Each return is made with a statement of reasons. The client must be able to prove the return shipment at all times.
2. Receipt of return shipments does not imply under any circumstances that SpotOn acknowledges the ground specified by the Client for return shipment. The risk of returned Products rests with the Client until the return has been received by SpotOn.
3. In the event of non-compliance with (one of) the conditions set out in this article, SpotOn is entitled to refuse the return and/or return it at the expense of the Client.
Article 24. Software
1. For the delivery of the software, the license or other conditions of the producer or supplier of SpotOn attached to the information carrier apply.
2. SpotOn provides no warranty with regard to the software supplied by the manufacturer or supplier.
3. No warranty applies with regard to own software, unless a maintenance agreement has been concluded or if maintenance is included in the user fee of the software. In these cases, the Client may report in detail to the Contractor any errors found in the software in accordance with the Contractor's usual procedures. After receipt of the notification, SpotOn will make every effort to repair obvious programming errors and/or to make improvements in later versions of the software. Depending on the urgency, the results will be made available to the Client in the manner and term to be determined by SpotOn. The Contractor is entitled to install temporary solutions or program bypasses or problem-avoiding restrictions in the software. In the absence of explicit agreements in this regard, the Client itself will install, set up, parameterise, tune and, if necessary, adjust the equipment and operating environment used for the corrected software or the new version made available. Unless expressly agreed otherwise, SpotOn is not obliged to perform data conversion.
4. When the Agreement has ended, the Client can no longer use the software.
Article 25. Obligations of the Client
1. The Client shall refrain from hindering other persons, companies or internet users when using the service and/or causing damage to the System. The Client is prohibited from starting processes or programs, whether or not via the System, of which the Client knows or can reasonably suspect that this will hinder or cause damage to SpotOn, other persons, companies or internet users.
2. The Client is not permitted to transfer his or her account, the manual or other rights arising from the Agreement to third parties or to allow them to be used by third parties, unless SpotOn has given explicit written permission for this.
3. The client hereby gives SpotOn permission to include his or her personal data in SpotOn's personal registration, which is required for its administration and management tasks. This personal registration contains both account and traffic data and is only accessible by SpotOn and is not provided to third parties, unless SpotOn is required to do so by law or a court decision.
Article 26. Jurisdiction of the Disputes Committee and applicable law
1. These terms and conditions will remain in effect if SpotOn changes name, legal form or owner.
2. Dutch law is exclusively applicable to any legal relationship between the Parties.
3. Any dispute between the Parties, which may arise as a result of or in connection with the implementation of an Agreement between the Parties, will be submitted at the discretion of SpotOn to the competent court of the district of the Northern Netherlands, location Groningen.
4. These terms and conditions come into effect on June 1, 2017.
