Terms & Conditions
§1. General
1.1 Allour services are subject to these terms and conditions. Our services includeour online software (“Software”) and our consultancy services. We offer ourservices on our website (www.everythingontime.com) or with a written orelectronic proposal (“Proposal”). The agreement between us is entered into byonline registration or by accepting our Proposal (“Agreement”).
1.2 Incase the Agreement (based on acceptance of the Proposal) includes amendments tothese terms and conditions, the Proposal supersedes these terms andconditions. 1.3 We doour utmost to provide accurate information in our promotional materials and onour website (www.everythingontime.com). This information is meant only as anillustration of our services. You cannot derive any rights from thisinformation.
§2.Software subscription
2.1 We deliverour Software on a subscription basis. We offer different types ofsubscriptions. Your subscription is specified in the Agreement. With asubscription, we grant you a non-exclusive and non-transferable right to usethe Software online.
2.2 Withthe Software, you can access information in several external databases. Byentering into the Agreement, you accept the applicable license terms. These arepublished here on www.everythingontime.com.
§3.Use of the software
3.1 Wewill provide one or more user-accounts for the Software. You are responsiblefor the user-accounts and the persons using them for the Software. You willkeep the login details for these user-accounts confidential. If you suspect orknow that the confidentiality of the login details is breached, you must changethese and notify us immediately.
3.2 Theuser-accounts are personal. You will not share these with more than one personand you will not provide the user accounts to persons not or no longer workingfor you.
3.3 Youwill only use the Software for your own use and not to provide services to 3rdparties. It is prohibited to use the Software for any other purpose than itsintended use, which in essence is calculating and analyzing the environmentalfootprint of materials, products, processes and organizations. You will notreverse engineer or reproduce the Software, directly or through a third party.When using the Software, you will not cause disturbance or damages for us orothers.
3.4 If wesuspect that you are not acting in accordance with the previous clause, we cantake any reasonable measure we deem necessary in order to avoid (potential)disturbance or damages for us or others. You indemnify us for any relatedclaims of third parties.
§4.Company data, Results and Product Catalogue
4.1 Whenusing the Software, you will enter data related to your business (“Companydata”). You will remain the owner of the Company data and the results of yourcalculations with the Software (“Results”).
4.2 Ourstaff can access and view the Company data and Results in order to provide theagreed consultancy services, fulfill our obligations under the Agreement andenable the use of the Software.
4.3 We arenot responsible for (verifying) the accuracy or completeness of the Companydata and the data in external databases that are connected with the Software.We do not provide assurance over the accuracy of the Results.
4.4 With theSoftware, you can export the Company data and Results in regular electronicformat.
4.5 We are notobligated to keep the Company data available after the end of the Agreement. Atyour request we will provide you a copy of the Company data at the end of theAgreement.
4.6 You canpublish the Results in our product catalogue, if this is part of your Softwaresubscription. By publishing the Results, you give other users of our Softwarethe right to use the Results for their calculations, analyses and reports, andyou give us the right to use the Results for our services. This right of useends when you stop publication of the Results, which can be done with theSoftware. This does not affect the use of the Results in calculations, analysesand reports made during publication of the Results. The right of use continuesafter the end of the Agreement in case you do not stop publication before theend of the Agreement.
§5.Personal Data
5.1 Wewill collect certain personal data (“Personal Data”) about you when you becomeour customer or when you register for our Software. Such Personal Data mayinclude your name, country, profession, email and telephone number. When youare using the Software, we will also collect standard technical information,including information on your operating system, network, IP address and logs ofyour interactions with the Software.
5.2 We usethe Personal Data to execute the Agreement, including to authenticate andprovide you access to the Software, to troubleshoot and to make sure theSoftware is secure. We will also use the Personal Data to monitor and improvethe Software. If you opt in to receive news and information about our services,we will also use the Personal Data to send you such information. You can optout at any time by following the instructions in emails you receive. We keepthe Personal Data for as long as necessary to achieve those purposes and withregard to the Software no longer than your account remains active.
5.3 Youhave a right to: (i) request that information held about you is corrected,restricted, or erased (ii) object to certain processing activities, and (iii)request a copy of the Personal Data we hold about you. You also have the rightto make a complaint with the relevant supervisory authority. We will inform youpromptly if we cannot partially or fully meet your request, including thereasons thereof. We are the data controller for all processing of your PersonalData. Questions and requests about the processing of your Personal Data can besent to info@everythingontime.com.
§6.Data security
6.1 Weensure that your Company data is stored securely. In this respect, we take alltechnical and organizational
measures that are customary in the market, considering comparable services asours.
6.2 Oursecurity policy (www.everythingontime.com/security) describes our technical andorganizational security measures in more detail.
§7.Availability of the Software
7.1 Wemake every effort to keep the Software continuously available, but do notguarantee uninterrupted availability.
7.2 We maytemporarily decommission the Software for maintenance, adjustment orimprovement. We keep these interruptions short and plan them as much aspossible outside office hours. We make every effort to inform you in advance ofplanned interruptions. We are never liable for compensation of any damagesresulting from an interruption.
7.3 Weback-up the Software and your Company Data at least once a week. We keepback-ups for at least 1 week.
7.4 Wecontinuously improve the Software, based on the experiences and wishes of ourcustomers. We are not obligated to add specific functionality that you desireto the Software.
§8.Technical issues or complaints
8.1 TheSoftware and our website describe how you can raise a trouble ticket orcomplaint about the Software. When reporting, you must provide a short andclear explanation of the problem or complaint.
8.2 Wewill respond to your ticket or complaint as soon as possible, during officehours. Our response consists of a confirmation of receipt and, if applicable, adescription of the action to be taken and the estimated resolutiontime. We do our utmost to come up with an appropriate solution. This canbe a work-around. The specified time for resolution is indicative. We are notbe liable for damages resulting from us not meeting that timeline.
8.3 Youare responsible for the hardware, software and connections you need to accessthe Software.
§9.Consultancy services
9.1 Theconsultancy services that we provide are specified in the Agreement. These mayconsist of providing support in using the Software or specialist advice.
9.2 Wewill provide our consultancy services in a professional manner. We ensure thatour employees who provide the consultancy services have sufficient expertiseand experience. These can be permanent employees or freelancers.
9.3 We mayoutsource our consultancy services (partially) to third parties, under ourresponsibility, subject to your prior approval.
9.4 Wewill specify what data we need from you for us to provide our consultancyservices and may agree on a deadline for receiving that data. You will ensurethat this is done on time and completely. We are not responsible for (checking)the correctness or completeness of the data that you provide to us.
9.5 We mayuse the Software when providing our consultancy services. Then, article 4.4applies accordingly.
9.6 Asubscription to the Software may include a certain number of days for supportper contract year, as specified in the Agreement. The agreed number of days countsas a maximum per year. Days not used will expire at the end of each contractyear.
§10.Duration and termination
10.1 Asubscription to the Software starts on the date of the first time the Softwareis used by you or on your behalf, or (if earlier) on the date of the ‘Kick off’meeting following the signing of the Agreement, or latest 8 weeks after signingof the Agreement. You can order additional subscriptions during the term of theAgreement. The term of additional subscription starts at the moment ofordering.
10.2 Asubscription runs for a minimum period, as stated in the Agreement. Afterexpiration of the minimum period, a subscription is automatically renewed withperiods of one year. This is different if you have agreed on a monthlysubscription. Then, a subscription will be extended by periods of one month.
10.3 Youcan cancel a subscription at the end of the current period, with at least twomonths prior written notice. If you have agreed on a monthly subscription, anotice period of 1 month is applicable.
10.4 If youpurchase more than one subscription, the Agreement will last until the end ofthe last subscription.
10.5 If theAgreement only contains consultancy services, the Agreement will end upondelivery of the agreed work.
§11.Fees, invoices and payment
11.1 Westart our services after receipt of the signed Proposal and the requestedbilling information, or after online registration and payment.
11.2 Wewill charge a subscription fee for use of the Software and any includedsupport. We do this at the beginning of each year of the subscription, if youpurchase a subscription with a minimum period of 1 year or more, or at thebeginning of each month if you purchase a monthly subscription.
11.3 Forconsultancy services not included in the subscription, we will charge you a feeat our applicable rates. We invoice this fee monthly, based on actual timespent. If we mention a number of days for these consultancy services in theProposal, this number is only intended as an indication. If we spend more time,we will charge the excess at our applicable rates.
11.4 If ourenvironmental specialists have to be at your location in the Netherlands, wewill charge € 0.60 per kilometer traveled. We will charge you travel expensesfor trips outside of The Netherlands only after your prior written approval.
11.5 We canadjust our subscription fees once a year. We will inform you about this byemail, at least 1 month before the change takes effect. In case the adjustmentof the rate exceeds the CBS-index ‘Zakelijke dienstverlening’, you are allowedto cancel this Agreement as per the date the updated rates become effective.
11.6 Allamounts stated in the Agreement are exclusive of VAT.
11.7 We cansend our invoices to you by email.
11.8 Our paymentterm is 30 days after receipt of the invoice, unless agreed otherwise.
11.9 In theevent of late payment of our invoices, you will be in default without us havingto give you notice of default. From then on, you owe us the legal interest onthe outstanding invoice amount and you must reimburse us for all costs that weincur when collecting the invoice, including costs of collection agencies,costs for legal advisers and legal costs. As long as you are in default withpaying an invoice, we can (partially) suspend access to the Software andprovision of the agreed consultancy services.
§12.Confidentiality
12.1 We areboth obligated to keep all confidential and/or proprietary information(“confidential information”) that we receive from one another strictly confidential,and we are both restricted from using any such confidential information otherthan for the purposes described in the Agreement. Information is confidentialif the providing party has notified this, if this is stated on the informationcarrier or if this follows from the nature of the information. In any case, theCompany Data and the Personal Data can be regarded as confidential information.
12.2 Section12.1 does not apply to information a) that was already public at the time ofreceipt or which became public after receipt without the receiving partyviolating a confidentiality obligation, b) of which the receiving party canprove that the information was already in its possession when received from theother party, (c) which the receiving party received from a third party, thethird party being entitled to provide this information to the receiving party,and (d) made public by the receiving party based on a legal obligation.
12.3 If weengage external experts or third parties in delivering our services, we willensure that they are bound by strict confidentiality with regard to theconfidential information that you share with us. These external experts orthird parties will only have access to the confidential information necessaryto perform the Agreement.
12.4 We canpublish about our services and activities. Without your consent, we will notprovide any specific information about you.
12.5 Theconfidentiality obligations as described in this clause survive the end of theAgreement with a period of 5 years.
§13.Intellectual property rights
13.1 We,and where applicable our licensors, are the exclusive owners of all existingand future intellectual property rights pertaining to the Software and theassociated documentation, databases, designs and logos, including modificationsthereof.
13.2 Youmay not use (information about) the Software and the associated documentation,databases, designs and logos for the development of software that competes withour Software.
13.3 We canuse the knowledge that we acquire when providing our services to improve ourSoftware and other services. This includes use for statistical purposes, suchas analyzing sector trends and preparing and publishing sector benchmarks. Weare the owner of any intellectual property rights that may arise from this.
13.4 As acustomer, you give us the right to use your name and logo on our website and inour promotional materials.
§14.Liability and force majeure
14.1 Ourliability for direct damages under the Agreement is limited to an amount equalto the fees (excluding VAT) that you paid to us and that relate to the 6 monthsprior to the event causing the damages. Our total liability is capped at€1,000,000 per year.
14.2 We arenot liable for indirect damages, consequential damages, loss of profit, missedsavings and damages due to business interruption.
14.3 Notexcluded is our liability for damage resulting from willful misconduct or grossnegligence.
14.4 Incase of force majeure, we do not have to compensate you for damages. Forcemajeure includes internet malfunction, telecom malfunction, (d)dos attacks,power outages, domestic disturbances, mobilization, war, transport disruptions,strike, business disturbances, supply stagnation, fire, flood or pandemic.
§15.Other provisions
15.1 Youwill appoint a permanent contact person for communicating with us about theAgreement. This communication is done by email, via the email address of yourcontact person.
15.2 We mayamend these general terms and conditions at any time. We will inform you aboutany amendment 1 month prior to the amendment entering into force.
15.3 Withoutour prior approval, you will not solicit employees of ours, or let them workfor you directly or indirectly, or negotiate about this with them. We can makeour approval subject to certain conditions, such as payment of reasonablecompensation. This obligation survives the end of this Agreement with one year.
15.4 We maytransfer our rights and obligations under the Agreement to a third party ifthis third party will take over the sale and delivery of our Software. We willthen inform you beforehand. Either party may transfer its rights andobligations in the case of a merger, corporate reorganization, or sale ofsubstantially all of its assets.”
15.5 Thefollowing provisions of these general terms and conditions will survive the endof the Agreement: 2.2, 3.3, 12, 13, 14 and 15.
15.6 OnlyDutch law applies to the Agreement. Any dispute arising out of this Agreementwill be settled exclusively by the competent court in Amsterdam, TheNetherlands.
15.7 TheDutch version of these general terms and conditions supersedes the Englishversion in case of discrepancies.
PRO Everything on Time B.V. KvK nr: 84440252 www.everythingontime.com