Terms and Conditions
Article 1. Applicability of General Terms and Conditions
1.1 These general terms and conditions apply to all offers, quotations, agreements and/or other legal relationships in which the Supplier provides SaaS services, products and/or services of any nature and under any name to the Customer.
1.2 Deviations from and additions to these general terms and conditions are only valid if agreed in writing between the Supplier and the Customer.
1.3 Unless explicitly agreed otherwise, the applicability of any purchasing or other terms and conditions of the Customer is expressly excluded.
1.4 If any provision of these general terms and conditions is null and void or annulled, the remaining provisions shall remain in full force and effect. In such case, the Supplier and the Customer shall consult with the aim of agreeing on new provisions to replace the invalid or annulled provisions.
1.5 In the event of a conflict between provisions of these general terms and conditions and the provisions agreed in an agreement between the Supplier and the Customer, the provisions of the agreement shall prevail, unless otherwise agreed.
Article 2. Definitions
The terms used in these general terms and conditions with an initial capital letter shall have the meanings assigned to them in this article:
- Customer: a natural or legal person entering into an agreement with the Supplier.
- SaaS Service: making the Software and related support available for use.
- Documentation: user manuals related to the Software, prepared or provided by the Supplier.
- Users: employees, representatives, consultants, contractors or agents of the Customer who are permitted to use the Service under the Customer's responsibility.
- Active Users: all Users designated as such within the Customer's Weaver environment and who can log in and use the Software.
- Error: a demonstrable and reproducible defect in the Software causing substantial deviation from the functionality described in the Documentation.
- Notice of Default: a written notice granting a reasonable period of at least ten working days to fulfil obligations under the Agreement.
- Server(s): one or more computers managed for the Customer on which the Software is hosted and/or data is stored.
- Software: all software developed by Weaver Technologies, including tools owned by the Supplier and made available to the Customer.
Article 3. Offers and Quotations
3.1 All offers and quotations are non-binding unless explicitly stated otherwise in writing. The Customer guarantees the accuracy and completeness of the information provided to the Supplier on which the offer is based.
3.2 The Supplier is not obliged to provide means for detecting or correcting input errors made by the Customer. The content of orders or instructions as received by the Supplier shall be deemed correct. Any errors are at the Customer's risk.
Article 4. Price and Payment
4.1 All prices are exclusive of VAT and other applicable taxes. Payments must be made in euros.
4.2 The Customer owes the agreed fees for the SaaS Service. Base license fees are due in advance. Other fees (e.g. additional users or premium services) are due after the relevant period or service.
4.3 Unless agreed otherwise, on-site work is charged based on agreed or standard hourly rates.
4.4 If the Customer consists of multiple parties, each shall be jointly and severally liable.
4.5 The Supplier may adjust prices periodically based on agreed indexation or with at least three months' notice. The Customer may terminate the agreement within 30 days if not agreeing.
4.6 In case of late payment, the Supplier may:
- charge statutory interest without notice;
- transfer the claim for collection and recover all costs (minimum 15%);
- suspend the SaaS service until payment is received.
Article 5. Duration and Termination
5.1 Agreements are entered into for the agreed duration or, by default, one month.
5.2 Agreements are automatically renewed monthly unless terminated with one month's notice.
5.3 Termination must be in writing. Termination is only allowed after default and failure to remedy.
5.4 Already delivered services remain payable.
5.5 Immediate termination is allowed in case of:
- bankruptcy
- suspension of payments
- business termination or transfer
- liquidation
- inability to meet obligations
5.6 Article 7:408 Dutch Civil Code is excluded.
5.7 The Supplier may terminate if:
- essential information is withheld
- there is justified concern about non-performance
5.8 Obligations intended to survive termination remain in effect.
Article 6. Confidentiality
6.1 Confidential information may only be used for the agreement and shared on a need-to-know basis.
6.2 Information already public or lawfully obtained is excluded from confidentiality.
Article 7. Data Processing
7.1 The Customer must comply with data protection laws.
7.2 The Customer is the data controller; the Supplier acts as processor where applicable.
7.3 The Customer is responsible for the legality of stored and processed data.
7.4 The Customer indemnifies the Supplier against related claims.
Article 8. Security
8.1 Security will meet agreed standards or reasonable industry standards.
8.2 Access credentials must be kept confidential.
8.3 The Supplier is not liable for misuse of credentials.
8.4 The Customer is responsible for its own systems and security.
8.5 Misuse may lead to access restriction.
Article 9. Intellectual Property Rights
9.1 All IP rights remain with the Supplier or its licensors.
9.2 Data ownership remains with the Customer.
9.3 In case of infringement, the Supplier may:
- enable continued use
- stop service with compensation
- provide alternative software
9.4 The Customer guarantees lawful use of provided materials.
9.5 The Customer may not alter IP notices.
Article 10. Obligations of the Parties
Both parties must cooperate and provide necessary information.
The Supplier may suspend services if requirements are not met and charge additional costs where applicable.
Article 11. SaaS Service
The Supplier provides access to the Software as SaaS.
Use is limited to internal purposes.
Article 12. Right of Use
- Non-exclusive, non-transferable right of use
- No source code rights provided
- Reverse engineering is prohibited
Article 13. Warranty and Maintenance
The Supplier:
- aims for availability but gives no guarantees
- will fix errors where possible
- may temporarily suspend services for maintenance
- may update the software
Article 14. Support
Support is provided as agreed and limited in scope.
Bug fixing falls under maintenance, not support.
Article 15. Liability
Liability is limited to direct damages up to the contract value.
Indirect damages are excluded.
Claims expire after 24 months.
Article 16. Force Majeure
Neither party is liable for force majeure.
If it lasts longer than 60 days, termination is allowed.
Article 17. Assignment
The Supplier may transfer rights.
The Customer requires written consent.
Article 18. Miscellaneous
The Supplier may use third parties.
Headings are for convenience only.
Article 19. Governing Law and Disputes
19.1 Dutch law applies.
19.2 Disputes are exclusively settled by the competent court in Rotterdam.