Last update: December 10, 2018
Article 1: General
1.1 Expivi B.V. (hereinafter referred to as Expivi) is registered in the trade register of the Chamber of Commerce in Amsterdam under file number 68892462. Its VAT number is NL857636352B01.
1.2 These General Terms and Conditions apply to all assignments accepted by Expivi, possible follow-up assignments and all other work. The applicability of the Client’s General Terms and Conditions is explicitly rejected.
1.3 All assignments are only accepted and carried out by Expivi, even if it is the (tacit) intention that an assignment is to be carried out by a certain person. Articles 7:404 of and 7:407 paragraph 2 of the Dutch Civil Code are explicitly not applicable to Expivi’s services.
1.4 In the case of discrepancy between these General Terms and Conditions and the assignment confirmation in which these General Terms and Conditions have been declared applicable, the provisions of the assignment confirmation will prevail.
Article 2: Additional
2.1 These General Terms and Conditions of Expivi apply to all Expivi’s products and services.
2.2 In addition to these General Terms and Conditions, other, additional conditions may apply to individual products or services. These additional conditions also apply if the product is only part of the package booked by the Client, which also contains other products and services.
Article 3: Products and services
3.1 The scope of the individual products and services is determined by the description of the products and services, which is applicable at the time of ordering.
3.2 The availability of the servers and the data-roads up to the point of transfer to the internet is at least 99% on average per year. Exceptions to this are times when the relevant servers cannot be reached due to technical or other problems that are not within Expivi’s sphere of influence. In case of a lower availability, compensation of up to one month of license costs applies.
3.3 Expivi regularly performs maintenance work on its systems to ensure the safe use of electricity and to maintain network integrity, the interoperability of services and data protection. For this purpose, it may temporarily suspend or restrict its services, with due regard for the Client’s interests, insofar as there are important reasons to justify this.
3.4 The maintenance work will, insofar as possible, be carried out at times when little use is made of the internet. If longer-term temporary interruptions or restrictions on its services are necessary, Expivi will inform the Client in advance as regards the nature, scope and duration of the obstruction, insofar as this is objectively possible under the given circumstances and this notification will ensure the repair of interruptions that have already occurred will be not delayed.
3.5 Expivi can change its products and services, insofar as this is reasonable for the Client with due regard for the interests of the Client and Expivi.
3.6 In order to ensure the safety, confidentiality, availability, integrity and load-bearing capacity of the systems, networks, programs, applications and data of Expivi and third parties in a sustainable manner, Expivi may completely or partially disable or modify programs, applications, scripts, apps, files and links, including performing updates, upgrades or releasing a new version, insofar as this is acceptable for the Client with consideration of the interests of other Clients. This mainly applies to programs, applications, scripts and apps for which the support period of the manufacturer or community has expired.
3.7 Insofar as fixed IP addresses are made available, Expivi reserves the right to change the IP address assigned to the Client if this is necessary for technical or legal reasons.
3.8 Insofar as necessary and reasonable, the Client will extend its cooperation in the case of a change by, for example, a renewed input of access data or simple adaptations of its systems.
3.9 Transfer of the use of servers (in whole or in part) to third parties is prohibited, unless Expivi has agreed to this in writing.
3.10 The use of servers for the provision of anonymization services is prohibited.
3.11 The Client can save of have saved as maximum the volume of megabytes of information on the Expivi server which is specified in the Agreement. Expivi is not liable for damage resulting from the (exceeding of) this storage.
3.11 In the case of defects, the statutory guarantee schemes apply
Article 4: Third Party Products
4.1 Expivi is permitted to make use of open source software, the rights of which are vested with third parties. This means, among other things, that Expivi may provide open source software to the Client and may process open source software in Works that Expivi performs or adjust in the framework of a Service.
4.2 If the license of certain open source software entails that the Client can only distribute (parts of) the software as an open source, Expivi will adequately inform the Client of all applicable license conditions.
4.3 If Expivi or the Client uses open source software, only the license conditions associated with the relevant open source software are applicable. No agreement is reached entered into by Expivi and the Client With regard to the use of the open source software.
Article 5: Duration, cancellation and delivery times
5.1 The agreement is entered into for a period of one year.
5.2 After the expiry of the agreed period, the agreement is tacitly renewed each time for the same period and may be terminated on a monthly basis.
5.3 Parties are entitled to terminate the Agreement with due observance of a notice period of one month.
5.4 The Agreement will only end if and insofar as termination takes place in accordance with the provisions of Article 5. Without prejudice to the grounds and manner of termination in article 5.5, a party is entitled to terminate the agreement by dissolution if and insofar as it is entitled to do so on grounds of the law. Dissolution leads to the consequences which are associated thereto by law.
5.5 A party is also entitled to terminate the agreement with immediate effect in whole or in part, without any obligation for damage compensation of that party, if one of the following circumstances occurs:
• the counter-party applies for bankruptcy;
• the counter-party is declared bankrupt;
• the counter-party is granted a moratorium of payments (whether or not provisionally);
• the enterprise of the other party is terminated or transferred in whole or in part to a third party.
5.3 If the agreement is cancelled, no reimbursement will be made of the prepaid user-independent payments, unless agreed otherwise.
5.4 The delivery times stated by Expivi are not binding. Exceeding the delivery time does not entitle the Client to any compensation or dissolution of the agreement, without prejudice to the statutory provisions regarding the purchase by a consumer.
5.5 Delivery periods will only commence after the Client has received all information requested by Expivi, the required forms have been completed and signed and payment of amounts owed has been made correctly. The Client guarantees Expivi the correctness of the data entered and indemnifies Expivi for any claim from a third party in this respect.
Article 6: Intellectual property, license and retention of title
6.1 With regard to the programs, applications, scripts and apps provided, Expivi grants the Client a temporary, simple right of use limited to the term of the agreement. The provisions from the license agreement apply to own software. Otherwise, the license provisions of the relevant producers apply.
6.2 The intellectual property rights relating to Expivi’s software rest with Expivi and never transfer to the Client.
6.3 Intellectual property rights, or other rights, of third parties may not be damaged.
6.4 In the case of violation of these provisions, Expivi is entitled to block the website, on which content or software of the site builder is used in violation of the license, or a project for which the site builder is used in violation of the license, until the legality of the use has been demonstrated.
Article 7: Confidentiality obligations
7.1 The parties will treat information provided by the counter-party before, during or after the execution of the assignment confidentially when this information is designated as confidential or when the recipient knows or should reasonably suspect that the information was intended to be confidential. The Client will, in any case, treat the content of the quotation confidentially.
7.2 If Expivi becomes acquainted with confidential data during the execution of the assignment, the Client is responsible for ensuring that personal data or other confidential data which Expivi does not need, insofar as possible, will be omitted or rendered unreadable and will transfer the confidential data to Expivi in a secure manner. This is without prejudice to the obligation for Expivi to treat confidential data provided to it confidentially and to secure it in an appropriate manner.
7.3 In the case of violation of the confidentiality obligations, the Client will owe Expivi a penalty of € 500 per case.
7.4 Any obligation of confidentiality lapses at the time that the information is available from public sources. Furthermore, a party is entitled to make confidential information available to government bodies, if this is required by law or the competent authority. In that case, the party will inform the counter-party as soon as possible. The obligations in this article also remains after termination of the agreement for any reason whatsoever, and for as long as the providing party can reasonably claim the confidential nature of the information.
7.5 Unless agreed otherwise, Expivi reserves the right to use the name of the Client for the purposes of advertising and reference purposes, to indicate the type of work it has carried out for the Client and to state all the details that have already been made public via the media.
Article 8: The Client’s Obligations
8.1 The Client is responsible for the (proper) security of his account and for all activities that take place under the account, as well as for the activities relating to the account and the website.
8.2 The Client must keep its login details, his username and password strictly confidential.
8.3 The website may not be used in a misleading or unlawful manner.
8.4 Expivi must be informed immediately of any unauthorised use of the website or account and other breaches of security.
8.5 The Client must change the password as soon as possible if it knows or suspects that its log-in details have come into the hands of unauthorised persons.
8.6 The Client shall observe generally accepted values and standards that apply to communication over the Internet, in particular the rules of the Netiquette.
8.7 The Client will not perform any actions which it can reasonably suspect would hinder the other users of the internet and / or connected networks.
Article 9: Liability
9.1 Expivi is not liable for the Client’s actions or omissions, including all types of damage resulting from these acts or omissions.
9.2 Expivi’s liability is limited to the amount paid out under the liability insurance in the case in question, plus the amount of the excess which, according to the policy conditions, is not charged to the insurer. If no payment is made by Expivi’s insurer, a claim can be made for a reimbursement of a maximum of one-month’s license costs.
9.3 Without prejudice to the provisions of Article 6:89 of the Dutch Civil Code, the right to compensation shall, in any case, expire one year after the event from which the damage arises, directly or indirectly, and for which Expivi is liable.
9.4 The choice of third parties to be engaged by Expivi will, where possible, be made in consultation with the Client with the necessary care. Expivi is not liable for the shortcomings of these third parties. The Client authorises Expivi to accept any limitations to liability stipulated by third parties on its behalf.
9.5 The Client indemnifies Expivi and its auxiliary persons against the claim of third parties, who claim to have suffered damage as a result of or in connection with work performed by Expivi on behalf of the Client, as well as Expivi’s costs in connection with its defence against such claims.
Article 10: Force majeure
10.1 In case of force majeure, which, in any case, includes disruptions or failures of the internet, the telecommunication infrastructure, power failures, domestic disturbances, mobilisation, war, obstruction in transport, strikes, lock outs, operational problems, sickness of personnel, stagnation in delivery, fire, flood, import and export problems so that execution of the assignment cannot reasonably be expected from Expivi, the execution of the assignment will be suspended, or the agreement will be terminated when the force majeure situation has lasted longer than ninety (90) days; all the aforementioned without any obligation of payment of compensation between the parties.
Article 11: Payment and collection
11.1 All amounts, both on the website, the offer and otherwise, are exclusive of VAT unless stated otherwise.
11.2 Use-independent fees must be paid in advance for the full duration of the agreement, unless a shorter invoice period has been agreed.
11.2 Payment must be made, without suspension or set-off, within 14 days of the invoice date unless another payment term has been agreed. In the absence of payment within this period, the Client is in default and the Client is liable for payment of the statutory interest as referred to in Article 6: 119a of the Dutch Civil Code, as well as for all costs incurred by Expivi in connection with the collection.
11.3 All (extra) judicial costs relating to the collection of claims – with a minimum of 15% of the amount to be collected – are at the Client’s expense.
Article 12: Amendment to these General Terms and Conditions
12.1 Expivi reserves the right to change or supplement these General Terms and Conditions.
12.2 Changes also apply to agreements which have already been entered into with due observance of a period of 30 days after notification to the Client, but only if the agreements concerned provide for a period of 12 (twelve) months or longer.
12.3 Expivi will seriously consider any objections reported by the Client within this period, and may revoke or adjust the relevant changes on the basis of these objections. If Expivi lodges an objection, the Client will be entitled to terminate the agreement by the end of this period.
12.4 If a provision of the agreement and/or the General Terms and Conditions proves to be invalid, this does not affect the validity of the entire agreement and / or the General Terms and Conditions. In such a situation, Expivi and the Client will determine replacement new provision or provisions which formulate the intention of the original agreement and / or General Terms and Conditions insofar as (legally) possible.
Article 13: Indemnity
13.1 Expivi is indemnified against all claims and costs arising from the use of the services and products of Expivi.
13.3 The Client indemnifies Expivi against all third-party claims with regard to the processing of data made available by the Client or on behalf of the Client, including personal data. The Client is responsible for the content of the data.
Article 14: Other provisions
14.1 Notifications made by the parties each other pursuant to the License Agreement shall be made in writing.
14.2 Possible verbal promises and agreements have no effect, unless they have been confirmed in writing by a party.
14.3 The non-exercise of a right or non-use of any legal remedy by a party does not constitute a waiver of that right or remedy.
14.4 Articles 6 (Intellectual property, license and retention of title) and 15 (Applicable law and disputes) due to their nature, remain applicable after termination of this License Agreement.
Article 15: Applicable law and disputes
15.1 The agreement between the client and Expivi is governed by Dutch law.
15.2 If a dispute is not settled amicably, the Judge of the Court of Overijsel, the Netherlands, is competent to settle the matter.