General Terms and Conditions UIO B.V.

The company UIO BV with limited liability (hereinafter: UIO) is registered with the Chamber of Commerce under number 83279431 and is located at Prof. J.H. Bavincklaan 7 (1183AT) Amstelveen (The Netherlands).

Article 1 - Definitions

  1. In these general terms and conditions, the following terms are used in the following meaning, unless expressly indicated otherwise.
  2. Offer: any offer or quotation to the Client for the provision of Services by UIO.
  3. Company: the natural or legal person who acts in the exercise of a profession or business.
  4. Cluster: a group of virtual machines that together form a whole, which are used in the Web application.
  5. Consumer: the natural person not in the course of a profession or business.
  6. Services: the Saas service(s) that UIO offers, concerns the provision of software in the form of a Web application with which the Client can install a fully configured and secure (development) environment in a cloud provider of its choice.
  7. UIO: the supplier who offers Services to the Client.
  8. Client: the Company or Consumer who has appointed UIO, or to whom UIO has made a proposal under an Agreement.
  9. Agreement: any Agreement and other obligations between the Client and UIO, as well as proposals from UIO for Services that are provided by UIO to the Client and that are accepted by the Client and are accepted and performed by UIO with which these general terms and conditions form an inseparable whole.
  10. SaaS Service: making and keeping the Web Application available remotely.
  11. Web Application: the software made available to the Client by UIO, on which the Client can run its clusters. If the terms and conditions refer to "web application", this also includes "Cluster".

Article 2 - Applicability

  1. These general terms and conditions apply to every Offer by UIO, every Agreement between UIO and the Client and to every Service offered by UIO.
  2. Before a (distance) Agreement is concluded, the Client will be provided with these general terms and conditions. If this is not reasonably possible, UIO will indicate to the Client how the Client can view the general terms and conditions.
  3. Deviation from these general terms and conditions is not possible.
  4. These general terms and conditions also apply to additional, amended and follow-up orders from the Client.
  5. The general terms and conditions and/or purchase conditions of the Client are excluded.
  6. If one or more provisions of these general terms and conditions are partially or wholly invalid or are invalid, the other provisions of these general terms and conditions will remain in force, and the invalid/nullified provision(s) will be replaced by a provision with the same purport as the original provision.
  7. Uncertainties about the content, explanation or situations that are not regulated in these general terms and conditions must be assessed and explained in the spirit of these general terms and conditions. The agreements in the Agreement are leading and take precedence over these general terms and conditions.
  8. The applicability of Articles 7:404 of the Dutch Civil Code and 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded.
  9. The rights and obligations under the Agreement between the Parties cannot be transferred by the Client to a third party unless UIO grants the Client explicit and prior permission. UIO is free to attach further conditions to this.
  10. If reference is made to she/her in these general terms and conditions, this should also be construed as a reference to he/him/are, if and to the extent applicable.
  11. In the event that UIO has not always demanded compliance with these general terms and conditions, it will retain its right to demand compliance with these general terms and conditions in whole or in part.

Article 3 - The Offer

  1. All offers made by UIO are without obligation, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the Offer.
  2. UIO is only bound by an Offer if the acceptance thereof is confirmed in writing by the Client. Nevertheless, UIO has the right to refuse an Agreement with a potential Client for reasons that are justified for UIO.
  3. The Offer contains a description of the Services offered. The description is detailed in such a way that the Client is able to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot be binding on UIO.
  4. Offers or quotations do not automatically apply to follow-up orders.
  5. Delivery times and terms in UIO's offer are indicative and if they are exceeded, they do not entitle the Client to termination or compensation, unless expressly agreed otherwise.
  6. A composite quotation does not oblige UIO to deliver part of the goods included in the offer or quotation for a corresponding part of the stated price.

Article 4 - Conclusion of the Agreement

  1. The Agreement is concluded at the moment that the Client has accepted an Offer from UIO. The Client will provide all mandatory information requested during registration fully and truthfully.
  2. If the Client has accepted the Offer, UIO will confirm the Client's registration in writing by e-mail.
  3. UIO is not bound by an Offer if the Client could reasonably have expected or should have understood or should have understood that the Offer contains an obvious mistake or error. The Client cannot derive any rights from this mistake or error.
  4. Any Agreement entered into with UIO or a project assigned to UIO by the Client rests with the Company and not with an individual person associated with UIO.
  5. If the Client cancels an Agreement that has already been confirmed, the costs actually incurred up to that point (including the time spent) will be charged to the Client.
  6. The Client's right of withdrawal, being a Company, is excluded, unless otherwise agreed. The Client, being a Consumer, has the right to revocation during the statutory period of 14 days, unless UIO has already commenced the Services with the Client's consent. The client waives its right of withdrawal by means of this permission.
  7. If the Agreement is entered into by several Clients, each Client is individually jointly and severally liable for the fulfillment of all obligations arising from the Agreement.

Article 5 - Duration of the Agreement

  1. If and insofar as an Agreement has been concluded between the Client and UIO, the duration of this Agreement is in any case one year, unless expressly agreed otherwise.
  2. The Agreement is tacitly renewed each year for the originally agreed term, unless the Client or UIO has terminated the Agreement in writing with a notice period of one month before the end of the agreed period in question. Consumers can cancel the Agreement within one month after 12 months.
  3. Both the Client and UIO can dissolve the Agreement on the basis of an attributable failure to perform the Agreement if the other party has been given notice of default in writing and has been given a reasonable term to fulfill its obligations, and it imputably fails to do so. This also includes the payment and cooperation obligations of the Client.
  4. The termination of the Agreement does not affect the Client's payment obligations if UIO has performed work or delivered services at the time of the termination.
  5. In the event of premature termination of the Agreement, the Client owes UIO the costs actually incurred up to that point on the basis of the set (monthly) rate.
  6. Both the Client and UIO can terminate the Agreement in writing in whole or in part without further notice of default with immediate effect if one of the Parties is granted a moratorium, bankruptcy has been filed or the company concerned ends due to liquidation or other than the merger or reconstruction of the company. If a situation as stated above occurs, UIO is never obliged to refund monies already received and/or compensation.
  7. All post-contractual obligations under these terms and conditions and the Agreement, which by their nature are intended to continue even after termination of the Agreement, will continue to exist after termination. This concerns in any case the provisions regarding confidentiality, intellectual property rights, liability and the settlement of disputes and choice of law provision.

Article 6 - Functionalities of the Web application and Clusters

  1. The environment is delivered "complete" with the following components, which must be further completed by the Client;
  2. The Client is permitted to add further clusters and/or components for a monetary fee.

Article 7 - Performance of the Service/Agreement

  1. UIO will make every effort to perform the Agreement with the greatest possible care, as may be expected of a good contractor. All Services are performed on the basis of a best efforts obligation.
  2. In the performance of the Services, UIO is not obliged or obliged to follow the instructions of the Client if this changes the content or scope of the agreed Services.
  3. UIO is entitled to engage third parties and/or third-party services for the performance of the Services at its own discretion.
  4. If UIO carries out work with regard to data of the Client on the basis of a request or order from a government agency and/or a legal obligation, the associated costs will be borne solely by the Client.
  5. In the event of changes, UIO may continue to provide the Service with an amended version of the Web Application. UIO is never obliged or obliged to maintain, change or add certain functionalities and/or specific properties.
  6. UIO is not obliged to provide the Client with a physical carrier with the software.
  7. UIO does not make backups of the Client's data. It is up to the Client to take care of this.

Article 8 - Delivery

  1. UIO will make the Web Application available to the Client online for delivery after the Client has paid the fee owed. A Cluster is made available after it has been paid for by means of a credit.
  2. The Client accepts the Web Application and each Cluster in the condition it is in at the time of delivery ('as is, where is'), i.e. with all visible and invisible defects. UIO cannot give any guarantees about the (continued) functioning of the Web Application.
  3. If the commencement, progress or delivery of the Services is delayed because, for example, the Client has not supplied all the requested information or has not provided it on time, does not provide sufficient cooperation, payment has not been received in time by UIO or due to other circumstances that At the expense and risk of the Client, UIO is entitled to a reasonable extension of the delivery or completion period. Under no circumstances are the specified terms strict deadlines, nor can UIO be held liable for exceeding the agreed term.
  4. All damage and additional costs as a result of delay due to a cause referred to in paragraph 3 are for the account and risk of the Client and will be charged to the Client by UIO. UIO makes every effort to realize the service within the agreed term, insofar as this can reasonably be expected of it.
  5. The risk of theft and loss, misappropriation or damage to data, documents, software, data files and/or items that are used, made or delivered in the context of the execution of the Agreement, is transferred to the Client at the time when these have actually been placed at the disposal of the Client, or at the time of the first moment of use of the Web Application.

Article 9 - Guarantees

  1. UIO does not guarantee that the Web Application will function without errors and/or interruptions. UIO makes every effort to repair any errors in the Web Application if possible, but it cannot give any guarantee as to whether and to what extent any errors/malfunctions/defects can be repaired. UIO is entitled to postpone the repair until a new version of the Web Application is put into use. Defects in links, software and more, developed and/or made available by third parties can only be repaired by the third party concerned. UIO is never liable for any damage resulting from such a defect or reduced use of the Services of UIO.
  2. UIO is not responsible for errors and/or irregularities in the functionality and/or the undisturbed availability and unrestricted access to the Web Application, and is not liable for the unavailability of the Web Application for whatever reason.
  3. UIO does not guarantee that the Web Application it has developed will work in conjunction with all types or new versions of web browsers and any other third-party software and/or equipment/hardware.
  4. UIO does not guarantee that the Web Application to be made available will be adapted in time to the changes in relevant legislation and regulations, but will make every effort to realize this as quickly as possible.

Article 10 - Obligations of the Client

  1. The Client is obliged to provide all information requested by UIO as well as relevant appendices and related information and data in a timely manner and/or before commencement of the services and in the desired form for the correct and efficient execution of the Agreement. In the absence of this, UIO may not be able to realize a full implementation/access or use of the Web Application. The consequences of such a situation are at all times at the expense and risk of the Client.
  2. UIO is not obliged to check the accuracy and/or completeness of the information provided to it or to update the Client with regard to the information if it has changed over time, nor is UIO responsible for the correctness and completeness of the information compiled by UIO for third parties and/or provided to third parties in the context of the Agreement. The Client guarantees that it complies with the applicable laws and regulations.
  3. UIO may, if necessary for the performance of the Agreement, request additional information. Failing this, UIO is entitled to suspend its activities until the information has been received, without being obliged to pay any compensation for whatever reason towards the Client. In the event of changed circumstances, the Client must notify UIO of this as soon as possible after the change has become known.
  4. The Client is obliged to protect all technical protections and other facilities of the Web Application of UIO, and to respect the intellectual property rights resting on the Web Application.
  5. The Client is not permitted to make his login details available to persons outside his company and/or private environment. The Client is liable for all behaviors performed under his login details.
  6. The Client is not permitted to use the Web Application(s) and/or Cluster(s) for purposes other than those for which it is intended; using it as a (development) environment for the use of Web applications/software of third parties and the Client itself. If and insofar as it appears that the Client pursues other purposes or uses the Web Application differently than agreed, UIO is entitled to cancel the Client's account and/or access the account immediately, and without any liability to pay any compensation, (for an indefinite period).
  7. The Client forfeits an immediately due and payable fine of € 25,000 to UIO if the Client does not comply with the prohibitions referred to in paragraph 6 of this article.

Article 11 - Use and maintenance Web Applications and Clusters

  1. UIO provides the Client with the agreed Web Application on the basis of a user license during the term of the Agreement. The right to use the Web Application is temporary, non-exclusive, non-transferable, non-pledgeable and non-sublicensable and limited to these terms and conditions.
  2. The use of the Web Application by the Client may be subject to further restrictions and can be adjusted by UIO.
  3. UIO is at all times entitled to take measures against unlawful use and/or unauthorized use by the Client. The Client shall refrain from any action that renders the aforementioned measures undone or ineffective.
  4. The Client is never permitted to sell, rent out, alienate (parts of) the Web Application, grant limited rights to it or make it available to a third party. Nor is the Client permitted to provide a third party with access to the Web Application, or to place the Web Application with a third party for hosting purposes, regardless of whether this third party uses the Web Application exclusively for the Client's benefit.
  5. The Client is never entitled to change the Web Application in whole or in part. UIO is never obliged to give permission and is entitled to attach conditions to the granting of its permission.
  6. Upon first request, the Client will fully cooperate with an investigation to be carried out by UIO regarding the compliance with the agreed rights, obligations and restrictions on use by the Client.
  7. The Client expressly has an independent responsibility for the management and use of the Web Application, in view of the nature of the (unmanaged) service offered.
  8. UIO is at all times authorized to check (data) files, among other things, for computer attacks, computer viruses and unsafe and/or illegal acts, as well as to perform other acts that are necessary for the functioning of the Web Application and the rotating clusters.
  9. UIO is entitled to make changes in the technique of Web Application and other changes in the services offered by UIO. These changes may affect the peripheral equipment used by the Client, for which UIO cannot be obliged to pay any compensation.

Article 12 - Account

  1. The Client must create an account for access and use of the Web Application. The account can be registered with an email address and a password. The Client is obliged to provide correct and complete information during the registration of the account and to keep the account up-to-date at all times.
  2. The Client is at all times responsible for all data and information that it places or has placed on its account and/or the Web Application. If the Client suspects that the information it has provided is incorrect or incomplete, the Client will inform UIO without delay and provide the correct information as yet. The client must keep his data up-to-date and can adjust his data in his own account for this purpose.
  3. UIO may impose further restrictions or conditions on the access to and use of certain parts or functions of the Web Application, including but not limited to creating an account, completing a verification process and/or meeting specific quality - or eligibility criteria including but not limited to a KYC policy and anti money laundering policy.
  4. The Client is obliged to report any breaches in the account by third parties that have taken place without the Client's permission to UIO immediately after discovery, so that UIO can take the necessary follow-up measures.
  5. The Client is responsible for his or her login details and must not provide these login details to third parties. If a Client suspects that the login details have been lost, stolen or possibly unauthorized use of the account, the Client must immediately contact UIO. The Client is personally liable for all activities that are carried out via its own account, unless the Client can demonstrate that he/she has not been negligent. This in any case includes: failure to report unauthorized use or loss of login data.
  6. UIO therefore assumes that the account is managed by the Client itself or by someone authorized by the Client.
  7. The Client must give UIO access to its cloud account by sharing its API token. The API token is kept secure and encrypted by UIO. The moment the Client has shared its API token, it must purchase one or more credits for the purpose of creating a cluster. The cluster must then be installed, after which, after successful installation, the Client can install, manage and use its applications/software and the like. Everything that the Client processes on/via the Client's Web Application, is exclusively and fully for the account and risk of the Client.

Article 13 - Obligations when using the Web Application

  1. The Client has at all times an independent responsibility for the use of the Web Application, and must have the necessary technical knowledge to use the Web Application correctly. The Client is obliged to adhere to the following regulations during the use of the Web Application. The Client must refrain from using the Web Application:
    1. use manual or automated software, equipment or other processes to index or scrape the data used within the Web Application on the Internet;
    2. a way that involves illegal activities or activities that are contrary to morality, public order and applicable laws and regulations;
    3. (parts of) the Web Application of UIO;
    4. otherwise harm the interests of UIO;
    5. contrary to the acceptable use policy;
  2. The Client must at all times refrain from all actions and behavior that may lead to any misuse. Client respects the rights and privacy of third parties, does not distribute data in violation of the law or viruses and/or other harmful programs, does not provide unauthorized access to systems, no viruses or other harmful programs and refrains from criminal offenses and violation of legal obligations. UIO is not liable for external infringements of the Web Application.
  3. In the event of (possible) criminal acts, UIO is entitled to report this and to hand over the information or data provided/used by the Client to the competent authorities, as well as to perform all acts that are requested of it in the context of the investigation. UIO has the right to deny the Client access to the Web Application and/or to terminate the use of the Web Application.
  4. In addition to the obligations under the law, damage caused by incompetence or failure to act in accordance with the above points/general terms and conditions is for the account and risk of the Client.
  5. The source code as well as the technical documentation of the Web Application is at all times excluded from the right of use or subject of a transfer to the Client.
  6. UIO only offers the use of the Web Application. UIO never has any responsibility for and/or influence on the implementation of the software, applications and the like that run on the cluster created by the Client.

Article 14 - Availability of the Services

  1. In principle, UIO will not perform any maintenance on the Web Application. UIO strives to make every effort to provide the Services and access to the Web Application to the Client without interruption as far as possible.
  2. The Client has its own responsibility to use the Service and/or to perform maintenance on the cluster(s) it has created, as well as to provide security. The Client is aware of and expressly agrees that the Service is unmanaged, and that it is therefore responsible for its own maintenance.
  3. UIO is entitled, if in its sole judgment there is a danger to the correct functioning of the Web Application, to (temporarily) suspend the use of the Service by the Client. UIO is furthermore entitled to take measures that it deems reasonably necessary to guarantee the proper functioning of the Web Application.
  4. In all other cases of the unavailability of the Service, including but not limited to malfunctions or force majeure, UIO will make every effort to inform the Client as much as possible about the nature and/or duration of the interruption of the Services.
  5. If and insofar as there is storage and/or transfer of material supplied by the Client to third parties, the Client must refrain from inflicting any damage or actions of which he/she can reasonably suspect that others or the servers/Web application damage of UIO and/or other customers of UIO. The Client indemnifies UIO against all damage as a result of the above. UIO is not liable for any damage suffered by the Client as a result of its actions.
  6. In the event of extremely high data traffic, UIO is entitled to temporarily shut down the Client's cluster(s) at its own discretion. This includes DDoS attacks, brute force attacks, overloading of the server or if the Client causes inconvenience to the Web Application of UIO in some other way.
  7. The Client must immediately and in detail report any defect in the Services to UIO in writing in such a way that UIO is able to reproduce and repair the defects. The defect is reported the moment the Client of UIO provides a confirmation of the notification to the Client.
  8. UIO is furthermore entitled to charge costs if the defects or the malfunction are related to careless or injudicious use by and by the Client, or if the instructions for use are not complied with by the Client.
  9. The Client understands and accepts that the performance of the Service may be negatively affected or may be temporarily or completely unavailable due to physical factors and due to atmospheric conditions, malfunctions and problems with the software used by UIO and/or Client. UIO is never liable towards the Client for damage or costs in this respect.
  10. UIO is never obliged to carry out repair work (free of charge). If and insofar as it offers repair, this will only take place in the form and size chosen by UIO. Recovery also includes the provision of temporary solutions. Recovery of corrupted and/or lost data is excluded. UIO is under no obligation to restore this data. UIO can reasonably cooperate, but is never responsible or obliged to restore any mutilated and/or lost data, as the use of the Web Application is at the Client's own responsibility. The Client must at all times take measures to prevent and limit malfunctions, defects, mutilation and/or loss of data, whether or not on the basis of information provided by UIO/components present in the Web Application.

Article 15 - Notice and takedown

  1. If and insofar as there is an infringement of the rights of UIO or third parties and/or unlawful acts by the Client, UIO is entitled to immediately close that part of the Web Application or to exclude the Client. closing the use. UIO will immediately remove any infringing/damaging information. Under no circumstances is UIO liable for damage of any nature whatsoever as a result of (temporarily) shutting down the service and/or removing or passing on data.
  2. UIO supports uncensored exchange of information over the internet and can, under normal circumstances, monitor the activities of the Client. UIO may remove any material which, in UIO's sole discretion, is illegal, may give rise to claims for damages and/or violates this acceptable use policy. UIO may cooperate with competent authorities and/or other third parties to investigate criminal and other undesirable activities. Activities incompatible with this acceptable use policy, terms and conditions or activities that reduce network availability or usability of the network/Web Application are deemed harmful.
  3. The Client's actions in violation of this acceptable use policy may result in the termination or suspension of the use of the Web Application without prior notice. UIO is at all times authorized to investigate and/or filter the use of UIO. To this end, UIO is not required to issue any further reports or provide any further information.
  4. All services of UIO may only be used for purposes that are in accordance with the law and in accordance with the general terms and conditions of UIO.
  5. This policy aims to i) guarantee reliable service, ii) security and privacy of our systems and network, iii) comply with existing legal provisions, iv) encourage responsible use of the Web Application, v) discouraging activities that reduce the usability of the Services and vii) ensuring the privacy and security of the individual user.

Article 16 - Breach of Acceptable Use Policy

  1. Illegal Use: UIO's services may not be used for illegal activities or in support of illegal activities. UIO reserves the right to cooperate with competent authorities and/or victims in investigating alleged illegal practices.
  2. Harm to Minors: Use of UIO's services that harm or attempt to harm minors. The aim here is mainly, but not exclusively, to combat child pornography.
  3. Threat, stalk, or harass: UIO's services may not be used to transmit any material (email, uploads, newsgroup postings, or otherwise) containing threats and/or incitement to harm any person , institutions and/or possessions.
  4. Fraudulent Activities: UIO's services may not be used to offer to buy or sell fraudulent goods and/or services or to promote scams such as pyramid schemes, chain letters, etc.
  5. Scam or Impersonate: Adding, removing, or modifying network headers in an attempt to deceive or defraud anyone is prohibited. Impersonating someone else through forged headers or other information regarding a person's identity is prohibited. The use of anonymous remailers or nicknames is not prohibited by this article.
  6. Unsolicited Commercial E-mail and Unsolicited Bulk E-mail (SPAM): UIO's services may not be used to send unsolicited commercial e-mail and unsolicited bulk e-mail.
  7. E-mail or News Bombings: Malicious intent to make it impossible for another person to use electronic mail and/or news services.
  8. Unauthorized Access: Misuse of UIO's services to access or attempt to access third-party accounts is not permitted. It is prohibited to penetrate protections of hardware or software of UIO and/or third parties. The above cases lead to immediate termination of the Service at UIO regardless of whether damage has actually been caused.
  9. Copyright or Trademark Infringement: Use of UIO's services to distribute in any way anything that is copyrighted or trademarked or that infringes any patent, trade secret or other rights of any third party is prohibited.
  10. Collection of Personal Information: Use of UIO's services to collect personal information from third parties without obtaining the prior written consent of such third parties.
  11. Network disruptions and other hostile activities: Use of the UIO Services for activities that prevent or disrupt the ability of third parties to use the UIO Services and/or the internet is not allowed. This includes dos and ddos attacks on systems of UIO and/or third parties and other unwanted and illegal activities.
  12. Spread of viruses: Intentional distribution of software that is aimed at causing damage to the systems, networks, software and data of third parties and/or harassing and/or threatening third parties.
  13. Liability for third parties: The Client is responsible and liable for all activities it undertakes using the UIO Web Application. All damage that UIO suffers as a result of this, or will suffer in the future, will be fully and wholly for the account and risk of the Client.

Article 17 - Prices and payment

  1. All prices are exclusive of turnover tax (VAT) and are stated in euros, unless indicated otherwise. Any exchange rate fluctuations as a result of the currency are for the account and risk of the Client.
  2. Using the Web Application is also possible by creating a cluster. The Client can create an unlimited number of clusters and/or other components.
  3. For each cluster and/or component, a fee to be agreed upon must be paid, in the form of a credit. The costs per credit must always be paid in full in advance, in full and immediately, failing which it cannot create a new cluster.
  4. A credit can be used for a maximum of 12 months from the moment of purchase to purchase a cluster or other component. After this period it is no longer possible to use a credit for the purchase of a cluster and/or a component.
  5. UIO is entitled to annually increase the applicable prices and rates in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and insofar as they are expressly laid down in the Agreement.
  6. In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or request for payment towards the Client, the payment and all other obligations of the Client under the Agreement will become immediately due and payable.

Article 18 - Collection policy

  1. All payment terms set by UIO are deadlines. If the Client does not meet its payment obligation, and has not fulfilled its obligation within the specified payment term, the Client is legally in default. The Client, being a Consumer, will first receive a written reminder with a term of 14 days after the date of the reminder to still meet the payment obligation, including a statement of the extrajudicial costs if the Consumer does not meet its obligations within that term, before falling into default.
  2. From the date that the Client is in default, UIO will, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment, and compensation of the extrajudicial costs in accordance with Article 6:96 of the Dutch Civil Code to be calculated in accordance with the scale from the decision on compensation for extrajudicial collection costs of 1 July 2012
  3. If UIO has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. The judicial and execution costs incurred are also for the account of the Client.

Article 19 - Privacy, data processing and security

  1. UIO handles the (personal) data of the Client with care.
  2. The Client is responsible for the processing of (personal) data that are processed using a UIO Service. The Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies UIO against any (legal) claim related to this data or the execution of the Agreement.
  3. If UIO is required to provide information security under the Agreement, this security will comply with the specifications agreed and a security level that, in view of the state of the art, the sensitivity of the data and the associated costs, is not unreasonable.
  4. Parties must act in accordance with the General Data Protection Regulation and comply with the obligations arising from it, as well as other applicable laws and regulations.
  5. The Client has obligations towards third parties under the General Data Protection Regulation. This includes, but is not limited to, the obligation to provide information, provide access to, correct and delete personal data of data subjects. The Client is solely and fully responsible for the correct fulfillment of these obligations.

Article 20 - Suspension

  1. UIO has the right to keep the data, data files, software and more that it has received or realized by it if the Client has not yet (fully) fulfilled its payment obligations, even if it had been paid, obliged to do so. would be.
  2. UIO is authorized to suspend the fulfillment of its obligations as soon as the Client is in default with the fulfillment of any obligation arising from the Agreement, including late payment of its invoices. The suspension will be immediately confirmed in writing to the Client. In that case, UIO is not liable for damage, in whatever form, as a result of the suspension of its activities.

Article 21 - Force majeure

  1. UIO is not liable if it is unable to fulfill its obligations under the Agreement as a result of a force majeure situation.
  2. Force majeure on the part of UIO in any case includes, but is not limited to: (i) force majeure of UIO's suppliers, (ii) failure to properly comply with suppliers' obligations prescribed by Customer to UIO, or recommended, (iii) defective goods, equipment, software or materials of third parties, (iv) government measures, (v) electricity failure, (vi) failure of the internet, data network and telecommunication facilities (for example due to: cyber crime, hacking and DDoS attacks), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems and (x) other situations that in the opinion of UIO fall outside its sphere of influence that temporarily or permanently prevent the fulfillment of its obligations.
  3. If a force majeure situation lasts longer than two months, the Agreement can be dissolved in writing by either of the Parties. If any performance has already been performed on the basis of the Agreement, in such a case settlement will be made on a pro rata basis without any liability on the part of either party to each other.
  4. If UIO has already partially fulfilled its obligations at the commencement of the force majeure, or can only partially fulfill its obligations, it is entitled to invoice the part already delivered or the part to be delivered separately and the Client is obliged to pay this invoice. However, this does not apply if the part already delivered or to be delivered has no independent value.

Article 22 - Limitation of liability

  1. In the event of an attributable shortcoming on the part of UIO, UIO is only obliged to pay any compensation if the Client has given UIO notice of default within 14 days of discovery of the shortcoming, and UIO has subsequently failed to declare this shortcoming within the within a reasonable period stated in the notice of default. The notice of default must be submitted in writing and must contain such a precise description of the shortcoming or defect that UIO is able to respond adequately.
  2. If the provision of Services by UIO leads to liability on the part of UIO, that liability is limited to the costs charged in connection with the Service (but maximum over a period of 12 months prior to the notice of default) with regard to direct damage. Direct damage is understood to mean: reasonable costs incurred to limit or prevent direct damage, the determination of the cause of the damage, the direct damage, the liability and the method of repair, as well as the costs of emergency provisions.
  3. UIO is not liable for consequential damage, indirect damage, trading loss, loss of profit and/or loss suffered, lost savings, damage due to business interruption and damage as a result of the use of Services provided by UIO, damage due to loss of data, damage due to exceeding delivery times , consequential and delay damages and interest damages.
  4. UIO is not liable for damage that is or may be the result of any act or omission as a result of (incomplete and/or incorrect) information or that of third parties.
  5. UIO is not responsible for errors and/or irregularities in the functionality of the Web Application, malfunctions or the unavailability of the Web Application for whatever reason.
  6. Liability of UIO for (the functioning of) plug-ins, software, APIs and other matters of third parties is excluded.
  7. The Client is responsible for the correct security of its own computer, the security of passwords and more. Under no circumstances is UIO liable for this.
  8. UIO does not guarantee a correct and complete transmission of the content of and e-mail sent by/on behalf of UIO, nor for the timely receipt thereof.
  9. The Client guarantees the correctness and completeness of the information provided by him.
  10. All claims of the Client due to shortcomings on the part of UIO lapse if these have not been reported to UIO in writing and with reasons with the facts on which he bases his claims. UIO's liability shall in any event end one year after termination of the Agreement between the Parties.

Article 23 - Confidentiality

  1. UIO and the Client undertake to maintain the confidentiality of all (confidential) information obtained in the context of an Agreement. Confidentiality arises from the Agreement or which can reasonably be expected to be confidential information. Parties will observe strict confidentiality with regard to all information they obtain about each other and from each other. All information and data carriers of the other Party will not be made available to third parties and must remain strictly confidential, unless the other Party has given prior express written permission to do so.
  2. The Client is obliged to keep all Website and other materials provided by UIO secret, not to disclose it to third parties or to allow it to be used, unless UIO has given its explicit permission to do so.
  3. If UIO is obliged by virtue of a statutory provision or a court decision to (partly) provide the confidential information to the law or competent court or a third party indicated, and UIO cannot invoke a right of nondisclosure, UIO is not obliged to any compensation and the Client is not entitled to dissolve the Agreement.
  4. UIO and the Client also impose the confidentiality obligation on third parties to be engaged by them.

Article 24 - Intellectual Property Rights

  1. All intellectual property rights of UIO, including applications, data files, software, software and/or other materials made available to the Client, including but not limited to designs, analyses, reports, documentation and quotations, as well as all the preparatory material thereof is held exclusively by UIO, and/or third parties or suppliers if these rights already belonged to parties other than UIO.
  2. The Client is prohibited from disclosing and/or multiplying, changing or making available to third parties all documents and software on which the IP rights and copyrights of UIO rest. The Client is also prohibited from discovering and/or copying and (re)using the source code/software/intellectual property rights of UIO by means of reverse engineering.
  3. The Client is prohibited from using the items covered by UIO's intellectual property rights in any other way than agreed. The Client only obtains a temporary, limited and non-exclusive, non-transferable personal right to use the Web Application, unless expressly agreed otherwise.
  4. Furthermore, the Client is not permitted to change or remove any indication regarding the confidential nature, copyrights, trade names, brands, or any other intellectual property right from the Web Application, documentation and/or other materials.
  5. The Client indemnifies UIO against claims by third parties with regard to (possible) infringements and/or claims by third parties with regard to what has been made available to the Client in the context of the Agreement. The Client will immediately inform UIO of these infringements and/or claims.
  6. Any infringement by the Client of the IP rights (and copyrights) of UIO. will be punished with a one-off fine of €75,000 (in words: seventy-five thousand euros) and a fine of €1,500 (in words : fifteen hundred euros) for each day that the infringement continues.

Article 25 - Indemnification and correctness of information

  1. The Client is solely responsible for the accuracy, reliability and completeness of all data, information, documents and/or documents that it provides to UIO in the context of the Agreement. The Client is also responsible for this if this data comes from third parties.
  2. The Client indemnifies UIO against any liability as a result of the failure or late fulfillment of its obligations with regard to the timely provision of all correct, reliable and complete data, information, documents and/or records.
  3. The Client indemnifies UIO against claims by third parties with regard to intellectual property rights on the data and information provided by the Client, which can be used in the performance of the Agreement, as well as with regard to the content of advice and reports drawn up by UIO.
  4. If the Client provides UIO with electronic files, Website or information carriers, the Client guarantees that these are free of viruses and defects.

Article 26 - Complaints

  1. If the Client is not satisfied with the Services of UIO or otherwise has complaints about the execution of the Agreement, the Client is obliged to report these complaints as soon as possible, but no later than 14 days after the relevant reason that led to reporting for the complaint. Complaints can be reported verbally or in writing via info@unmanaged.io with the subject “Complaint”.
  2. The complaint must be sufficiently substantiated and/or explained by the Client if UIO is to be able to handle the complaint.
  3. UIO will respond substantively to the complaint as soon as possible, but no later than 14 days after receipt of the complaint.
  4. The parties will try to reach a solution together.

Article 27 - Applicable Law

  1. The legal relationship between UIO and the Client is governed by Dutch law. The applicability of the Vienna Sales Convention is expressly excluded.
  2. UIO may unilaterally change these terms and conditions. The most current version can be found on the website.
  3. In the case of translations, the Dutch language is always leading.
  4. All disputes arising from or as a result of the Agreement between UIO and the Client will be settled by the competent court of the Noord-Holland District Court, Alkmaar location, unless mandatory provisions designate another competent court.