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 ISRA.
3. Company : the natural or legal person who acts in the exercise of a profession or business.
4. Consumer : the natural person who does not act in the exercise of a profession or business.
5. Services : the Services that ISRA offers are the provision of the Website and the associated Tools.
6. Service provider : ISRA limited partnership, established under Dutch law, established in the Netherlands and offering Services to the Client hereinafter: ISRA.
7. Client : The Company or Consumer that ISRA has appointed, has provided projects to ISRA for Services performed by ISRA, or to which ISRA has made a proposal under an Agreement.
8. Agreement : any Agreement and other obligations between Client and ISRA, as well as proposals from ISRA for Services provided by ISRA to Client and accepted by Client and accepted and performed by ISRA with which these general terms and conditions form an inseparable whole.
9. SaaS service : making and keeping the Tool available remotely, without the Client being provided with a physical carrier with the Tool in question.
10. Tool : the Tool developed by ISRA with which the Client can conduct research into products to be sold and sold.
11. Website : the website that provides access to the online Tool is ISRA.nl.
Article 2 – Applicability
1. These general terms and conditions apply to every Offering of ISRA, every Agreement between ISRA and the Client and to every Service offered by ISRA.
2. Before a (distance) Agreement is concluded, the Client will be provided with these general terms and conditions. If this is not reasonably possible, ISRA 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. In exceptional situations, the general terms and conditions can be deviated from if this has been explicitly agreed in writing with ISRA. The terms and conditions of the Client are expressly not applicable.
4. These general terms and conditions also apply to additional, amended and follow-up orders from the Client.
5. The general terms and 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. Ambiguities 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 ISRA grants the Client explicit and prior consent. ISRA 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 ISRA has not always demanded compliance with these general terms and conditions, it will retain its right to demand compliance in whole or in part with these general terms and conditions.
Article 3 – The Offer
1. All offers made by ISRA 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. ISRA is only bound by an Offer if the acceptance thereof is confirmed in writing by the Client within 30 days. Nevertheless, ISRA has the right to refuse an Agreement with a potential Client for reasons that are justified for ISRA.
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 can not be binding on ISRA. Any images and data in the Offer are only an indication and cannot be a ground for any compensation or dissolution of the Agreement. All offers are furthermore made on the basis of information provided by the Client. Offers lapse if the Client’s information is incorrect or incomplete.
4. Offers or quotations do not automatically apply to follow-up orders.
5. Delivery times and terms in ISRA’s offer are indicative and if they are exceeded, they do not entitle the Client to dissolution or compensation, unless expressly agreed otherwise.
6. A composite quotation does not oblige ISRA 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 or Agreement from ISRA by returning a signed copy (scanned or original) to ISRA, or expressly and unambiguously agrees to the Offer by e-mail.
2. ISRA 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.
3. Any Agreement entered into with ISRA or any project assigned to ISRA by Client is vested in the Company and not with any individual associated with ISRA.
4. 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.
5. The right of withdrawal of the Client being a Company is excluded, unless otherwise agreed.
6. The Client’s right of withdrawal, being a Consumer, is excluded if:
- The fulfillment of the Agreement has started with the express prior consent of the Consumer;
- The Client, being a Consumer, has declared to waive the right of dissolution as soon as ISRA has fulfilled the Agreement.
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 – Term of the Agreement
1. The Agreement for the performance of Services is entered into in the form of a subscription. A subscription is entered into for the duration of at least one month (with a trial period of 7 calendar days). After the subscription period has expired, the subscription is tacitly extended by one month each time, unless the Client has terminated the Agreement at least before the end of the relevant month with due observance of a notice period of one month. Termination takes place in writing, at least by e-mail, to the e-mail address known to the parties.
2. During the trial period of 7 calendar days, the Client has the option to cancel the subscription free of charge and without a notice period.
3. Both the Client and ISRA can dissolve the Agreement on the basis of an attributable shortcoming in the fulfillment of the Agreement if the other party has been given notice of default in writing, and it has been given a reasonable period of time to fulfill its obligations, and it imputably fails to do so. . This also includes the payment and cooperation obligations of the Client.
4. The dissolution of the Agreement does not affect the payment obligations of the Client if ISRA has performed work or delivered services at the time of the dissolution.
5. In the event of premature termination of the Agreement, the Client owes ISRA the costs actually incurred up to that point on the basis of the set rate.
6. Both the Client and ISRA 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, ISRA 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 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 – Performance of the Agreement
1. ISRA 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, unless a result has been explicitly agreed in writing that is described in detail.
2. In the performance of the Services, ISRA is not obliged or obliged to follow the instructions of the Client if this changes the content or scope of the agreed Services. If the instructions result in additional work for ISRA, the Client is obliged to reimburse the additional or additional costs accordingly.
3. ISRA is entitled to engage third parties for the performance of the Services at its own discretion.
4. If, on the basis of a request or order from a government agency and/or a legal obligation, ISRA performs work with regard to data of the Client, the associated costs will be solely for the Client.
5. In the event of changes, ISRA can continue the execution of the Service with the changed version of the software. ISRA is never obliged or obliged to maintain, change or add certain functionalities and/or specific properties.
6. The source code as well as the technical documentation of the Website is at all times excluded from the right of use or subject of a transfer to the Client.
7. Both the Client and ISRA can make changes to the scope and/or content of the purchased SaaS service. The additional costs associated with this will be borne by the Client. The client will be informed about this as soon as possible. If the Client does not agree with this, the Parties must consult each other. The Client can only terminate the Agreement in writing with effect from the date on which the change takes effect, if the changes are not related to changes in relevant legislation or regulations or if ISRA bears the costs of the change.
8. ISRA is not obliged to provide the Client with a physical carrier with the software.
9. ISRA is entitled, but never obliged, to investigate the correctness, completeness or coherence of the source materials, requirements or specifications made available to it and to suspend the agreed activities upon discovery of any deficiencies until the Client has corrected the deficiencies in question. has taken away.
Article 7 – Obligations of the Client
1. The Client is obliged to provide all information requested by ISRA as well as relevant appendices and related information and data in a timely manner and/or before the start of the work and in the desired form for the correct and efficient execution of the Agreement. Failing this, ISRA may not be able to fully implement and/or deliver the relevant documents. The consequences of such a situation are at all times at the expense and risk of the Client.
2. ISRA is under no obligation to verify the accuracy and/or completeness of the information provided to it or to update Client with regard to the information if it has changed over time, nor is ISRA responsible for the accuracy and completeness of the information compiled by ISRA for third parties and/or provided to third parties in the context of the Agreement.
3. ISRA may, if necessary for the performance of the Agreement, request additional information. Failing this, ISRA 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 ISRA immediately or no later than 5 working days after the change has become known.
4. The Client is obliged to protect all technical protections and other facilities of the ISRA Website, and to respect the intellectual property rights resting on the Website.
5. The Client is responsible for suitable equipment and a user environment.
6. The Client indemnifies ISRA from the moment that the Client first uses the Website or Tool against all damage as a result of using the Website.
7. The Client must refrain from inflicting any damage or performing any acts of which he can reasonably suspect that damage will be caused to other users of the Website or the servers (of ISRA).
8. The Client is responsible for the correct security of the (mobile) device on which he uses the Website, as well as for securing and keeping his/her own login details confidential.
Article 8 – Access to the Website and Tool
1. ISRA only offers the use of the Website. ISRA never has any responsibility for and/or influence on the actual execution of the webshop of the Client.
3. ISRA has the right to deny the Client access to the Course and/or Website and/or to terminate the use of the Course and/or Website in the event of abuse and/or possible criminal offences.
4. ISRA is not liable for damage caused by complications in connection with the availability or operation of information from third parties, as well as damage resulting from use of the Course and/or Website contrary to conditions or purposes other than those for which the Website is meant.
5. ISRA strives to make an effort to provide the Website and access to the Website to the Client without interruption as far as possible, but does not guarantee the full availability of the Website at all times. ISRA is entitled if and insofar as there is a danger to the faultless functioning of the Website and to suspend the use of the Website in its opinion. ISRA is furthermore entitled to take all measures it deems reasonably necessary to ensure the effective functioning of the Website.
6. ISRA is free to perform maintenance on the Website (or have it carried out) and to put it out of use as a result. Under no circumstances is ISRA liable for the unavailability of the Website, but ISRA will make every effort and in accordance with industry standards to make the Website available without restrictions and/or interruptions.
7. ISRA is entitled to suspend the performance of the service in whole or in part in connection with preventive, corrective or adaptive maintenance or other forms of service.
8. If, on the basis of a request or order from a government agency and/or a legal obligation, ISRA performs work with regard to data of the Client, the associated costs will be borne solely by the Client.
9. In the event of changes, ISRA may continue to provide the Service with the modified version of the Tool. ISRA is never obliged or obliged to maintain, change or add certain functionalities and/or specific properties.
10. ISRA provides written and/or oral information with regard to the measures to be taken by the Client to prevent and limit damage as a result of malfunctions, defects in the service, mutilation or loss of data. The Client will take additional measures if necessary.
Article 9 – (Complete) Delivery
1. 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, the advance has not been received in time by ISRA or due to other circumstances that At the expense and risk of the Client, ISRA is entitled to a reasonable extension of the delivery or completion period. Under no circumstances are the specified terms strict deadlines, nor can ISRA be held liable for exceeding the agreed term.
2. All damage and additional costs as a result of delay due to a cause referred to in paragraph 1 are for the account and risk of the Client and will be charged to the Client by ISRA.
3. If the Client has to give approval, ISRA is entitled to suspend the execution of the Agreement until the moment that the Client has given its approval.
4. ISRA makes every effort to realize the service within the agreed term, insofar as this can reasonably be expected of it. In case of urgency, the Client is obliged to reimburse ISRA for the additional costs involved.
5. ISRA makes every effort to provide the Service in accordance with the Offer as much as possible.
Article 10 – Risk transfer
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 are actually in use. have been made to the Client’s decision, or at the time of the first use of the website. If and insofar as any damage is caused to the Client, ISRA is obliged to supply a replacement Website at the cost price of the information carriers. The reinstallation and/or implementation must take place at the agreed rate unless otherwise agreed.
Article 11 – Warranties Website and Tool
1. ISRA performs the Services in accordance with industry standards. If any guarantee is given, this is limited to what has been expressly agreed in writing. During the warranty period, ISRA guarantees a sound and customary quality of the delivered or completed goods.
2. The Client can only invoke the guarantee provided by ISRA if the Client has fully complied with its payment obligations.
3. If the Client rightly invokes the guarantee, ISRA is obliged to carry out a repair or replacement free of charge. In addition, if there is any additional damage, the applicable liability provisions of these general terms and conditions will be adhered to.
4. ISRA does not guarantee that the Website will function without errors and/or interruptions. ISRA makes every effort to correct errors in the Tool within a reasonable period of time. The repair only applies to the Website that has been developed by ISRA itself and that the defects have been reported by the Client in a timely manner.
5. ISRA is not responsible for errors and/or irregularities in the functionality of the Tools and is not liable for the unavailability of the Tools for any reason. This also includes the unavailability of the Client’s Tools as a result of an unforeseen malfunction or force majeure.
6. Client accepts the Website/Tool ‘AS IS’.
7. The Client must immediately and in writing report any defects identified to ISRA in such a way that ISRA is able to reproduce and repair the defects. The defect is reported the moment the Client of ISRA provides a confirmation of the report to the Client.
8. Recovery also includes the provision of temporary solutions. The warranty never covers the recovery of corrupted or lost data. ISRA is under no obligation to restore this data. If agreed, ISRA can reasonably cooperate, but is never responsible or obliged to restore any mutilated and/or lost data. 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 ISRA.
9. ISRA is not responsible for errors and/or irregularities in the functionality of the website and is not liable for the unavailability of the website for any reason. This also includes the unavailability of the Client’s website as a result of an unforeseen malfunction or force majeure.
10. ISRA’s liability for (the functioning of) plug-ins or systems of third parties is excluded. ISRA is not liable for damage that arises as a result of or in connection with changes made or work performed in or to the Website of ISRA that took place without the express permission of ISRA.
11. ISRA does not guarantee that the Website and/or the Tools will work in conjunction with all types or new versions of web browsers and any other software.
12. During the warranty period, the Client can only invoke this warranty provision and ISRA is not obliged to pay any compensation arising from the defects found during the warranty period.
13. If a defect is not covered by the free repair during the warranty period, the Client must reimburse the relevant costs.
14. ISRA does not guarantee that the Tools to be kept available, in the context of the SaaS service, will be adapted in time to changes in relevant legislation and regulations, but will make every effort to realize this as soon as possible.
15. ISRA expressly does not guarantee any results to be achieved. Whether and which results the Client achieves depends entirely on the efforts and choices of the Client itself. ISRA only offers the Client a method that can be used and deployed by the Client.
Article 12 – Right of use and restrictions on use
1. ISRA makes the agreed Tool and user documentation available to the Client on the basis of a user license during the term of the Agreement. The Agreement for the use of the Tool can never be regarded as a purchase agreement.
2. The use of the Tool by the Client may be subject to further restrictions and can be adjusted by ISRA.
3. ISRA is at all times entitled to take measures against unlawful use and/or unauthorized use of the Tool by the Client. The Client shall refrain from acting that renders the aforementioned measures undone or ineffective.
4. The Client may only use the Tool in and for the benefit of its own company and only for its intended use.
5. The Client is never permitted to sell, rent out or dispose of the Tool, grant limited rights thereto or make it available to a third party. Nor is the Client permitted to provide a third party with access to the Tool, or to place the Tool with a third party for hosting purposes, regardless of whether this third party uses the Tool exclusively for the benefit of the Client.
6. The Client is never entitled to change the Tool in whole or in part without the prior written consent of ISRA. ISRA is never obliged to give the aforementioned permission and is entitled to attach conditions to the granting of its permission.
7. If requested, the Client will provide full cooperation on first request to an investigation to be carried out by ISRA regarding compliance with the agreed rights, obligations and restrictions on use.
8. If and insofar as ISRA makes tools of third parties available for the benefit of the Client, the use and/or license conditions of the third party concerned also apply to the use of that Tool.
9. If and insofar as the conditions referred to in paragraph 1 of this article do not apply or are declared inapplicable, the provisions of these general conditions apply in full.
10. ISRA is not obliged to make available the auxiliary Tool and program or data libraries required for the use and/or maintenance of the Tool and/or Website . ISRA may demand a fee for making the aforementioned auxiliary tool and/or program or data libraries available.
11. The above usage restrictions do not apply insofar as the parties have expressly agreed otherwise, and the Client has independently borne the full costs for design and development.
Article 13 – Maintenance and/or support services
1. If expressly agreed, ISRA will perform maintenance on the Tool for the agreed maintenance fee.
2. In principle, the maintenance includes user support unless otherwise agreed.
3. The maintenance does not affect the Client’s own responsibility for the management and use of the Tool and/or Website and the way in which they are used. The Client is also responsible for the instruction(s) for the use of the Tool and/or Website by third parties engaged by the Client.
4. Maintenance and/or support is provided on working days during ISRA’s usual opening hours, unless the parties have explicitly agreed otherwise in writing.
5. If and to the extent that agreements regarding any service level have been agreed by the parties, the availability of the Tool, systems and related Services will always be measured in such a way that ISRA’s pre-decommissioning due to any maintenance or other forms of service, as well as circumstances outside ISRA’s sphere of influence are disregarded.
6. The Client must be aware of the applicable laws and regulations, including the General Data Protection Regulation.
Article 14 – New versions of Tool
1. If expressly agreed, ISRA will make new versions of the Tool available to Client if this is necessary in ISRA’s sole discretion. ISRA may require the Client to conclude a separate Agreement for this purpose.
2. When the new Tool is made available, ISRA is not obliged to maintain or add to the new version of the Tool the specific properties or functionalities that the Client has purchased.
Article 15 – Hosting services
1. If expressly agreed, ISRA provides hosting services.
2. ISRA is entitled to set restrictions on the size of the hosting account. The client is responsible for managing the hosting account, unless the parties have agreed otherwise.
3. The Client is prohibited from publishing and distributing data via its Website, in violation of Dutch laws and regulations, which in any case means: data without permission from the copyright owner, defamatory information, or information that insults, discriminates, threatens , is racist in nature, is hate speech, and information that contains child or otherwise punishable pornography. Also information that violates the privacy of third parties (including stalking), as well as torrents, spam and hyperlinks that refer to such information on third-party websites.
4. In the event of (possible) criminal acts, ISRA is entitled to report this and to hand over the information provided 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.
5. ISRA is entitled to dissolve and/or terminate the Agreement with the Client in the event of abuse as referred to in the previous paragraph and/or possible criminal offenses by the Client.
6. The Client must refrain from inflicting any damage or acts of which he/she can reasonably suspect that damage will be caused to other Clients or the servers. If the Client sends spam, and has been warned about this repeatedly, and is temporarily suspended, ISRA has the right to permanently refuse the Client access, without compensation of any compensation. As a result, the client can only use his e-mail when an external e-mail service is purchased that ISRA can link to the domain name or Website. The loss of e-mail from the purchased (hosting) package for this reason does not result in a price reduction.
7. The Client indemnifies ISRA against all damage as a result of the above. ISRA is not liable for any damage suffered by the Client as a result of its actions.
8. The Client is prohibited from reselling and/or renting out the services, unless explicitly agreed otherwise.
9. ISRA can set a maximum on the amount of storage space that the Client may use in the context of the Agreement. If this maximum is exceeded, ISRA is authorized to charge an additional amount. No liability exists for the consequences of not being able to send, receive, store or change data if an agreed limit for storage space is reached. The Client’s current consumption will be checked every month. If the actual consumption differs from the expected use, the size of the Service purchased can be adjusted. An increase will be implemented immediately. A reduction is only possible at the end of the period of this Agreement.
10. In the event of extremely high data traffic, ISRA is entitled to temporarily shut down the Client’s Website at its own discretion. This includes DDoS attacks, brute force attacks, overloading the server or if the Client causes nuisance to the ISRA server in some other way.
11. In addition to the obligations under the law, damage caused by incompetence or failure to act in accordance with the above points is at the expense and risk of the Client.
Article 16 – Notice and take down
If and insofar as there is an infringement of the (intellectual property) rights of ISRA, third parties and/or unlawful acts by the Client, ISRA is entitled to (temporarily) exclude the Client from the use of the Website or Tool or on otherwise restrict its use. ISRA will immediately remove any infringing/harmful information. As a result, it is possible that the Client cannot or cannot fully use the Services of ISRA. Under no circumstances is ISRA liable for the damage suffered by the Client of whatever nature, as a result of the (temporary) closing or limitation of (the use of) the Website and/or the removal or passing on of the data posted by the Client. .
Article 17 – Additional activities and changes
1. If during the performance of the Agreement it appears that the Agreement needs to be adjusted, or if further work is required at the Client’s request to achieve the desired result for the Client, the Client is obliged to pay for this additional work in accordance with the agreed rate. . ISRA is not obliged to comply with this request and may require the Client to conclude a separate Agreement for this purpose.
2. The Client can make changes or have changes made to the scope and/or content of the SaaS service. The additional costs associated with this will be borne by the Client. The client will be informed about this as soon as possible. If the Client does not agree with this, the Parties must consult each other. The Client can only terminate the Agreement in writing with effect from the date on which the change takes effect, if the changes are not related to changes in relevant legislation or regulations or if ISRA bears the costs of the change.
Article 18 – Prices and payment
1. All prices are stated for the Client being a Company exclusive of turnover tax (VAT), unless otherwise agreed. All prices are stated for the Client, being a Consumer, including sales tax (VAT), unless otherwise agreed.
2. ISRA performs its services in accordance with the agreed rate. The subscription must be paid monthly.
3. The Client is obliged to fully reimburse the costs of third parties, which are deployed by ISRA after the Client’s approval, unless expressly agreed otherwise.
4. The Client cannot derive any rights or expectations from a budget issued in advance, unless the Parties have expressly agreed otherwise.
5. ISRA 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. The Client must pay these costs at once, without settlement or suspension, within the specified payment term as stated on the invoice to the account number and details of ISRA made known to it.
7. 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 19 – Collection policy
1. All payment terms set by ISRA are deadlines. If the Client, being a Company, does not fulfill its payment obligation, and has not fulfilled its obligation within the specified payment term, the Client, being a Company, is in default by operation of law.
2. If the Client, being a Consumer, does not fulfill its payment obligation within the term set by ISRA, the Client will first receive a written reminder before it is in default. The reminder sets a term of 14 days after the date of receipt of the reminder to still meet the payment obligation, including a statement of the extrajudicial costs and the further consequences of the occurrence of the default. If the Client does not meet its obligations within that period, the Client is in default.
3. From the date that the Client is in default, ISRA will, without further notice of default, claim the statutory (commercial) interest from the first day of default until full payment, and compensation for 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.
4. If ISRA 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 20 – Privacy, data processing and security
1. ISRA handles the (personal) data of the Client and the Clients of the website with care and will only use it in accordance with the privacy statement. If requested, ISRA will inform the person concerned about this.
2. The Client is itself responsible for the processing of data that are processed using an ISRA 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 ISRA against any (legal) claim related to this data or the execution of the Agreement.
3. If, on the basis of the Agreement, ISRA is required to provide security for information, this security shall comply with the agreed specifications and a security level that, in view of the state of the art, the sensitivity of the data and the associated costs, is not is 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. The parties must conclude a processing agreement for this.
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 the personal data of data subjects. The Client is solely and fully responsible for the correct fulfillment of these obligations. ISRA is a “Processor” within the meaning of the GDPR with regard to these personal data. ISRA will provide as much support as is technically possible.
Article 21 – Suspension
1. ISRA is entitled to suspend the performance of the service in whole or in part in connection with preventive, corrective or adaptive maintenance or other forms of service.
2. ISRA has the right to keep the data, data files, Tool 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, would be obliged to do so.
3. ISRA 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, ISRA is not liable for damage, in whatever form, as a result of the suspension of its activities.
Article 22 – Force majeure
1. ISRA 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 ISRA in any case includes, but is not limited to: (i) force majeure of suppliers of ISRA, (ii) failure to properly fulfill obligations of suppliers prescribed by Client to ISRA or recommended, (iii) defective items, equipment, Tool or materials of third parties, (iv) government measures, (v) power failure, (vi) failure of 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 transportation problems and (x) other situations that, in ISRA’s opinion, are beyond its control 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, when the force majeure occurs, ISRA has already partially fulfilled its obligations, 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.
5. All additional costs caused by force majeure, such as transport and/or storage costs, warehouse and/or site rent, demurrage and/or demurrage charges, insurance, removal and more, are for the account of the Client and shall be submitted to ISRA at the first request of these to be met.
Article 23 – Limitation of liability
1. If any result stipulated in the Agreement is not achieved, a shortcoming of ISRA shall only be deemed to exist if ISRA has expressly promised such result upon acceptance of the Agreement.
2. In the event of an attributable shortcoming on the part of ISRA, ISRA is only obliged to pay any compensation if the Client has given ISRA notice of default within 14 days after discovery of the shortcoming, and ISRA subsequently fails to do so within the reasonable term stated in the notice of default. has recovered. The notice of default must be submitted in writing and must contain such a precise description of the shortcoming or defect that ISRA is able to respond adequately.
3. If the provision of Services by ISRA leads to liability on the part of ISRA, that liability is limited to the costs charged in connection with the SaaS service (but maximum over a period of 12 months prior to the notice of default) with regard to direct injury. 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.
4. ISRA 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 ISRA, damage due to loss of data, damage due to exceeding delivery times , consequential and delay damages and interest damages.
5. ISRA 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 on the website or that of linked websites.
6. ISRA is not responsible for errors and/or irregularities in the functionality of the website and/or the Website, Tools, malfunctions or the unavailability of the website and/or Tools and Website for any reason.
7. Liability of ISRA for (the functioning of) plug-ins from third parties is excluded. Furthermore, ISRA is not liable for damage that has arisen as a result of or in connection with changes made or work performed in or to the Website of ISRA that took place without the express permission of ISRA.
8. The Client is responsible for the correct security of its own computer, the security of passwords and more.
9. ISRA does not guarantee a correct and complete transmission of the content of and e-mail sent by/on behalf of ISRA, nor for its timely receipt.
10. The Client guarantees the correctness and completeness of the information and wishes it provides with regard to the service.
11. ISRA is not liable for any damage arising from or related to any statements made by ISRA with regard to the condition, nature and/or quality of the products.
12. All claims of the Client due to shortcomings on the part of ISRA will lapse if they have not been reported to ISRA in writing and with reasons. Any claim for compensation against ISRA must always be reported in writing, but at the latest within one year after the Client became aware or could reasonably have been aware of the facts on which it bases its claims. ISRA’s liability ends in any case after one year after termination of the Agreement between the Parties.
Article 24 – Confidentiality
1. ISRA 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 from which one can reasonably expect to be confidential information. The 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 ISRA secret, not to disclose it to third parties or to make it available to third parties, unless ISRA has given explicit permission for this.
3. If, on the basis of a statutory provision or a court decision, ISRA is obliged to (partly) provide the confidential information to the law or competent court or a designated third party, and ISRA cannot invoke a right of nondisclosure, ISRA is not obliged to any compensation and the Client is not entitled to dissolve the Agreement.
4. ISRA and the Client also impose the confidentiality obligation on third parties to be engaged by them.
Article 25 – Intellectual Property Rights
1. All intellectual property rights of ISRA, including websites, data files, Tool, equipment and/or other materials made available to Client, including but not limited to designs, analyses, reports, documentation and quotations, as well as all preparatory material thereof. , rest exclusively with ISRA, and/or third parties or suppliers if these rights already belonged to others than ISRA.
2. The Client is prohibited from disclosing and/or multiplying, changing or making available to third parties all documents and Tool on which ISRA’s IP rights and copyrights rest without the express prior written consent of ISRA and an agreed monetary compensation. If the Client wishes to make changes to items delivered by ISRA, ISRA must explicitly agree to the intended changes.
3. The Client is prohibited from using the products to which ISRA’s intellectual property rights rest other than as agreed in the Agreement. The Client only acquires a non-exclusive non-transferable right of use of the Website, 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 Website, Documentation and/or other materials.
5. The parties will inform each other and act jointly against any infringement of ISRA’s IP rights.
6. The Client indemnifies ISRA against claims from third parties with regard to (possible) infringements and/or claims from third parties with regard to what has been made available to the Client in the context of the Agreement. The Client will immediately inform ISRA about these infringements and/or claims.
7. Any infringement by the Client of the IP rights (and copyrights) of ISRA will be punished with a one-off fine of € 25,000 (in words: ten thousand euros) and a fine of € 500,- (in words: five hundred euros) for each day that the infringement continues. This does not affect ISRA’s right to claim (additional) compensation.
Article 26 – Indemnification and correctness of information
1. The Client itself is responsible for the correctness, reliability and completeness of all data, information, documents and/or records that it provides to ISRA in the context of the Agreement. The Client is also responsible for this if this data comes from third parties.
2. The Client indemnifies ISRA against any liability as a result of failure to fulfill the obligations from the previous paragraph or to do so on time.
3. The Client indemnifies ISRA 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.
4. If the Client provides electronic files or information carriers to ISRA, the Client guarantees that these are free of viruses and defects.
Article 27 – Complaints
1. If the Client is not satisfied with the Services of ISRA or otherwise has complaints about the implementation 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 the complaint. . Complaints can be reported verbally or in writing via info@ISRA.nl with the subject “Complaint”.
2. The complaint must be sufficiently substantiated and/or explained by the Client if ISRA is to be able to handle the complaint.
3. ISRA 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 28 – Applicable law
1. The legal relationship between ISRA and the Client is governed by Dutch law.
2. ISRA can unilaterally change these terms and conditions. The most current version can be found on the website.
3. In the event of translations of these general terms and conditions, the Dutch version shall prevail.
4. All disputes arising from or in connection with the Agreement between ISRA and the Client will be settled by the competent court of the District Court of Noord-Holland, location Zaandam, unless mandatory provisions designate another competent court.