Terms, Conditions and Disclaimer
These are the General Terms and Conditions of Bovertis BV, located at New Yorkstraat 9, 1175RD in Lijnden and registered with the Chamber of Commerce under number 34235648 (hereinafter referred to as “ Bovertis ”).
The specific modules are applicable if the requested or offered services fall within the scope described in the module. If a specific module applies, it will prevail over Module A.
Version 1.0 | October 2022
Module A: General
Article 1. Definitions
- Account:the personal account as well as additional (sub)Accounts created by the Client, which are made available to the Client by Bovertis for the purpose of using the purchased Service.
- General Terms and Conditions:the provisions of this document.
- GDPR: Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
- Appendix: all documents that are added as an appendix to the General Terms and Conditions and that are therefore an inseparable part of the General Terms and Conditions.
- Service: the products and services supplied to the Client by Bovertis and/or third parties engaged by it, as well as all other work performed by Bovertis for the benefit of the Client, of whatever nature, carried out in the context of an assignment, including activities that are not carried out at the express request performed by the Client
- End User: any natural person who has an Account and/or uses the Service(s) provided under the Agreement.
- Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to copyrights, database rights, domain names, trade name rights, trademark rights, design rights, neighboring rights, patent rights, as well as rights to know-how.
- Customer Data: all information and data that are stored by the Client or End Users via the Services, or that are otherwise provided to Bovertis under the Agreement.
- Office hours: calendar days between 08:30 and 17:00 Dutch time, except Saturdays, Sundays, official Dutch holidays and other days that have been announced in Writing by Bovertis to the Client fourteen (14) days prior to this day.
- Materials: all websites, (web) applications, house styles, logos, folders, brochures, leaflets, lettering, advertisements, marketing and/or communication plans, concepts, images, texts, sketches, documentation, advice, reports and (other) products of the spirit, as well as preparatory material thereof and the data carriers on which these materials are located.
- Additional work: all work, adjustments or support not described in the Agreement are regarded as Additional work, unless other agreements have been made about this.
- Quotation: a Written offer from Bovertis, as well as any other Written proposal for the performance of Services by Bovertis.
- Maintenance: carrying out repairs, implementing updates and upgrades , taking precautions and regularly checking the Services as well as scheduled Maintenance.
- On - Premise Software: the on - premise software of Bovertis, to be installed by or on behalf of the Client on the Client's own hardware or on hardware purchased by the Client from Bovertis.
- Client: the legal entity or partnership of legal entities or the intermediary or representative acting on its behalf with whom Bovertis has concluded an Agreement.
- Agreement: any Agreement between Bovertis and the Client on the basis of which Bovertis provides Services to the Client.
- Personal data: any data relating to an identified or identifiable natural person within the meaning of Article 4, under 1 GDPR.
- Written: in the General Terms and Conditions, written also includes communication by e-mail, provided that the identity of the sender and the integrity of the content are sufficiently established .
- SLA: service level agreement. A document designated as such about the quality of the Services, in which specific agreements have been made about, among other things, availability, response times, maintenance, etc.
- Controller: The Client is the Controller as referred to in Article 4 part 7 of the GDPR.
- Confidential Information: Non-public information related to one or both Parties and information that a Party indicates is confidential or that, by the nature of the information or under the circumstances under which the disclosure takes place, should be treated as confidential. treated.
- Processor: Bovertis is a Processor as referred to in Article 4, part 8 of the GDPR.
- Processing Agreement: the processing agreement that has been added to the Agreement as Appendix 1 and which is an inseparable part of the Agreement.
- Website: the Bovertis website, accessible via the domain www.bovertis.nl or www.bovertis.com.
Article 2 Applicability
- These General Terms and Conditions apply to all Quotations, the Agreement and additional or amended orders from Bovertis with regard to Services and form an integral part of every Agreement for the delivery thereof.
- Provisions or conditions set by the Client or other further agreements between Bovertis and the Client that deviate from or do not appear in these General Terms and Conditions are only binding on Bovertis if and insofar as they have been expressly accepted by Bovertis In Writing.
- The applicability of any purchase or other conditions of the Client is expressly excluded.
- Products and/or services of third parties may be part of the Services. If that is the case, (the use of) those products and/or services are additionally subject to the (general) terms and conditions of the relevant third party, overriding the deviating terms and conditions from these General Terms and Conditions. Bovertis will make applicable additional terms and conditions available to the Client upon request.
- In the event of contradictions in the various parts of the Agreement, the following order of precedence applies (with the aforementioned document taking precedence over the later document):
a. Written (specific) agreements;
b. The Agreement;
c. Processing Agreement (Appendix 1);
d. SLA , if applicable;
e. Any other Appendices or Written Agreements;
f. General Terms and Conditions Bovertis BV
- These General Terms and Conditions replace all (general) terms and conditions previously agreed for the provision of Services. This also applies to current Agreements.
Article 3 Realization of the agreement
- Every Agreement is concluded by signing the Agreement by both Parties. In addition, an Agreement can be concluded by Written acceptance by the Client of the Quotation or another offer from Bovertis.
- A Quotation from Bovertis is without obligation and valid for a period of thirty (30) days, unless otherwise agreed in Writing. Bovertis is not obliged to accept an acceptance of the Quotation after the expiry of this period, but if Bovertis does do so, the Quotation will still be regarded as accepted.
- If Bovertis sends a Written confirmation to the Client, this is decisive for the content and explanation of the Agreement.
- Bovertis is not obliged to accept a request or an acceptance. Grounds for refusal include, but are not limited to:
a. the lack of necessary information or documents necessary for entering into the Agreement, including at least a copy of a valid, legal means of identification, in the case of representation, sufficient proof of authority to represent, such as an extract from the Chamber of Commerce or legally signed authority;
b. errors in the Offer issued;
c. legal incapacity of the Client.
- All communications, including the Agreement and the Website, are subject to obvious typing and writing errors. If the Client should have understood that this is the case, Bovertis cannot be held to this.
Article 4 Execution of the Agreement
- After the Agreement has been concluded, Bovertis will endeavor to start the implementation of the Agreement as soon as possible, with due observance of sufficient care and professionalism. The (delivery) terms announced by Bovertis are indicative and do not count as deadlines.
- The Client will provide Bovertis with all support that is necessary and desirable to enable correct and timely delivery of the Services. In any case, the Client will provide Bovertis with:
a. provide all data and other information of which Bovertis indicates that they are necessary, or of which the Client should reasonably understand that they are necessary for the performance of the Agreement; and
b. give access to all places, services and accounts under its management (such as server rooms and web hosting accounts) if and insofar as this is necessary for the implementation of the Agreement.
- Bovertis has the right to engage third parties in the performance of the Agreement. Any related costs will only be borne by the Client if this has been agreed in advance.
- If the employees of Bovertis or third parties engaged by Bovertis perform work at the office of the Client or at a location designated by the Client, the Client will provide all reasonable support and facilities that are required free of charge.
- If the execution of an assignment forms part of the Agreement and the assignment has been granted with a view to the execution of that assignment by a specific person, Bovertis may also have the assignment performed by another person under its responsibility..
Article 5 Onward Delivery of Services
- The Client is permitted to resell the Services, except in the event that the Services relate to the issuance of licences. The Client indemnifies Bovertis and indemnifies Bovertis against all claims by its customers or other third parties. Bovertis may also take full action in the event of violations of these General Terms and Conditions by those customers or other third parties.
- Unless otherwise agreed In Writing, the Client acts in its own name and at its own expense and risk in the event of reselling . The Client is expressly not permitted to enter into agreements for or on behalf of Bovertis or to create the impression that it acts as an agent or representative of Bovertis.
- In the event of resupply, the Client is responsible for providing support for the resupplied Services of Bovertis to its customers.
- The Client must impose on its customers at least the same obligations as Bovertis applies with regard to the Services. Bovertis may require the Client to provide proof of this.
- The non-payment or late payment of customers to the Client does not release the Client from its payment obligations towards Bovertis.
- The Client may only communicate in a businesslike manner that it is using the Services and may not otherwise use trade names, brand names, logos or other distinctive signs of Bovertis without having received explicit permission to do so. The Client will always strictly follow any instructions from Bovertis regarding the use of such distinguishing marks.
- Bovertis will primarily contact customers of the Client via the Client. However, in urgent cases, such as (imminent) damage or nuisance to third parties due to activities of the relevant customer, Bovertis has the right to contact the customers of the Customer directly, unless otherwise agreed in Writing.
- The Client is at all times fully liable towards Bovertis for what its customers do or fail to do via the Services provided by Bovertis. The Client will indemnify Bovertis against any claims from third parties in this context.
- In the event of termination or dissolution of the Agreement due to non-performance by the Client, Bovertis has the right to approach the Client's customers and make an offer to continue the Services itself or to have the Services continued by another reseller. At the first request of Bovertis, the Client will provide all necessary (contact) information for this.
Article 6 Training
- If agreed as a Service, Bovertis will provide a one-day or multi-day training in the use of the Service by employees of the Client. The costs and content of these training courses are stated in the Agreement
- Training takes place at the Client's location, unless agreed otherwise. If the trainer has to stay overnight for a training, travel and accommodation costs will be charged.
- In the event that the training is canceled by the Client, the costs for reservations already made (flights, hotels, etc.) will be borne by the Client. Bovertis will make every effort to rebook or cancel reservations in order to limit the costs for the Client.
Article 7 Additional work
- If during the implementation of the Agreement it appears that it is necessary to amend or supplement it for proper implementation, the Parties will enter into mutual consultation in good time to amend the Agreement.
- The Client may also request Bovertis to perform additional work.
- The activities in the previous paragraphs are regarded as Additional Work and are established by Written acceptance by the Parties.
- A separate Quotation will be made in advance about Additional Work. Without an additional Quotation, the original terms and conditions apply, with the additional Services being paid for at the agreed rate in the Agreement.
- The non-execution or non-immediate execution of the amended Agreement does not constitute a breach of contract on the part of Bovertis and is no ground for the Client to cancel or dissolve the Agreement.
- Bovertis has the right to refuse the request for Additional Work as referred to in paragraph 2..
Article 8 Account
- In order to use the Service, support and any other forms of service provided by Bovertis, the Client needs an Account. Bovertis will provide the Client with login details for an administrator account, with which the Client itself can create Accounts for End Users
- Bovertis may set a limit to the number of End Users that may use the Service.
- An Account and the login details are strictly personal and may not be shared with another person. Client or End User need the login details keep secret .
- The use of Accounts by the Client and/or End Users is the responsibility and risk of the Client. Bovertis may assume that everything that happens from the Accounts takes place under the management and supervision of the Client.
- If login details of an Account are lost or leaked, the Client will immediately take all measures that are reasonably necessary and desirable to prevent misuse of the Account. These measures may, for example, consist of changing the password or blocking the Account. The Client will also immediately report this to Bovertis, so that any additional measures can be taken to prevent misuse of the Account.
Article 9 Storage, data and power limits
- Bovertis can set a limit to the amount of data traffic and storage that the Client may or can actually use via the Service. If the Parties have not made any agreements about this, a limit will apply based on fair use.
- There is fair use if the Client uses a maximum of twice as much data traffic and storage as other customers of Bovertis would do in a comparable situation, unless Bovertis has indicated to the Client In Writing that it interprets this term differently.
- If the Client consumes more than is permitted under the Agreement, Bovertis has the right to charge an additional amount afterwards in accordance with Bovertis' usual rates for this.
- If the use of the Services exceeds the fair use policy, Bovertis is entitled to limit or block the Services. Bovertis is not liable if the Service is not accessible or does not function properly when the applicable usage limits are exceeded.
Article 10 Intellectual property rights
- All Intellectual Property Rights vested in the Service are and will remain vested in Bovertis or its licensors.
- The Client receives a non-exclusive, non-transferable and non- sublicensable right to use the Service and the Materials for the duration of the Agreement and in accordance with the conditions set out in the Agreement.
- The Client is not entitled to make changes to the Services and is not entitled to a copy of the source files of the Services, except in cases where this is permitted by mandatory law.
- Bovertis may take (technical) measures to protect the Services. If Bovertis has taken such security measures, Bovertis is not permitted to evade or remove this security.
- The Client is not permitted to remove or modify any indication of Intellectual Property Rights from the Services. It is also not permitted to remove indications regarding the confidential nature of the Services.
- All Intellectual Property Rights vested in the Client Data or other Materials supplied by the Client remain vested in the Client. The Client indemnifies Bovertis against any claims from third parties based on the infringement of an (Intellectual Property) right on account of the Client Data or Materials originating from the Client or its End Users.
- Bovertis is permitted to use the ( company ) name, logo and a general description of the Client for its own promotion and/or publicity.
Article 11 Data Ownership
- All Customer Data remains the property of the Client. Bovertis will not make any ownership claims to the Customer Data. After termination of the Agreement, Bovertis will destroy or remove all Customer Data.
- The Client provides Bovertis with a non-transferable and only insofar as necessary for the execution of the Agreement sublicensable license to use the Client Data for the duration of the Agreement, insofar as this is necessary for the provision of the Services.
Article 12 Availability , backups and updates
- Bovertis will make every effort to realize uninterrupted availability of its Services, but offers no guarantees for this unless otherwise agreed by means of an SLA.
- By default, no backups are made. The Client can agree with Bovertis that it purchases an additional Service for a fee, namely making back-ups.
- Bovertis will endeavor to keep the software it uses up-to-date. However, Bovertis is dependent on its supplier(s). Bovertis is entitled not to install certain updates or patches if, in its opinion, this does not benefit the correct delivery of the Service or if, in its opinion, not installing this does not affect the delivery of the Service.
- The Client is responsible for keeping third-party software up to date if the third-party software is installed on the Client's own hardware or on the hardware purchased from Bovertis.
Article 13 Compensation and payment
- Unless expressly stated otherwise, all prices quoted by Bovertis are in euros and exclusive of turnover tax and other levies imposed by the government. All prices are subject to obvious programming and typing errors.
- All Services will be performed by Bovertis at the hourly rate applicable at that time, unless agreed otherwise.
- Bovertis will send an invoice to the Client for all amounts due and has the right to invoice electronically. The Client has fourteen (14) days after receipt of the invoice to object to the amount of the invoice. If the Client objects to the amount of an invoice, this will not suspend its payment obligation, but the Parties will enter into consultation in order to reach a solution.
- Bovertis is entitled to increase its rates once a year, during the month of January, on the basis of the CBS price index applicable to the Services. If Bovertis decides to do so, it will inform the Client at least one (1) month before the change takes effect, without the possibility for the Client to terminate the Agreement.
- Prices can also be increased by Bovertis at any time if the rates of its suppliers of, for example, power, data center, software and (public) cloud solutions increase. The foregoing without the option for the Client to terminate the Agreement.
- Payment for the performance of the Service by Bovertis is made monthly in advance by bank transfer.
- The payment term is thirty (30) days after the invoice date, unless agreed otherwise.
- In the absence of payment, the Client will be in default by operation of law from the due date of the invoice, without any prior notice of default being required. Bovertis is then entitled to charge the Client the entire amount due, additional administration costs, as well as the interest of 8% per month calculated from the due date on the amount due, or, if higher, the statutory commercial interest.
- Without prejudice to the above, all costs associated with the collection of outstanding claims – both judicial and extrajudicial (including the costs for lawyers, bailiffs and collection agencies) – will be borne by the Client.
- Bovertis has the right to suspend and/or temporarily block the use of the Services if:
a. the Client withdraws the direct debit authorization it has issued;
b. the Client repeatedly fails to pay the invoices submitted by Bovertis on time;
c. there is a deterioration in the solvency of the Client that gives reasonable cause for doubt about the payment capacity and creditworthiness of the Client;
d. misuse or improper use has been detected.
Bovertis may charge administration costs for blocking and possible unblocking. The Client will continue to owe any periodic amounts due during the blocking.
Any claim for payment is immediately due and payable if the Client is declared bankrupt, applies for suspension of payment, has a complete seizure of assets, goes into liquidation or is dissolved.
The Client is not entitled to suspend nor to set off any payment obligation resting on the Client against any claim against Bovertis for whatever reason.
Article 14 Confidentiality
- Parties will treat Confidential Information that they provide to each other before, during or after the performance of the Agreement as confidential if this information is marked as confidential or if the receiving Party knows or should reasonably suspect that the information was intended to be confidential. Parties also impose this obligation on their employees as well as on third parties engaged by them for the implementation of the Agreement.
- The receiving Party shall ensure that Confidential Information receives the same level of protection against unauthorized access or use as its own Confidential Information, but at least a reasonable level of protection.
- The obligation to maintain the confidentiality of Confidential Information does not apply if and insofar as the receiving Party can prove that it:
a. was already in the possession of the receiving Party before the date of provision;
b. is available from a third party without this party violating any duty of confidentiality towards the disclosing Party by providing it;
c. is available from public sources, such as newspapers, patent databases, publicly accessible websites or services;
d. independently and without using any information from the disclosing Party has been developed by the receiving Party.
- If a Party receives an order to release confidential information from a competent authority, it has the right to proceed with the release. However, the providing Party will be informed (in advance) about the order as soon as possible, unless this is not permitted. If the providing Party indicates that it wishes to take measures against the order (for example through summary proceedings), the receiving Party will wait with delivery until a decision has been made, insofar as this is legally possible.
- The obligation of secrecy also continues after termination of the Agreement for whatever reason, and for as long as the providing Party can reasonably claim the confidential nature of the information.
Article 15 Liability and force majeure
- Bovertis is only liable towards the Client for direct damage as a result of an attributable shortcoming in the fulfillment of the Agreement. Direct damage is exclusively understood to mean all damage consisting of:
a. damage caused directly to tangible property (“property damage”);
b. costs for recovery work to prevent data loss;
c. reasonable and demonstrable costs that the Client has had to incur to instruct Bovertis to (again) properly comply with the Agreement;
d. reasonable costs to determine the cause and extent of the damage insofar as it relates to the direct damage as referred to here;
e. reasonable and demonstrable costs incurred by the Client to prevent or limit the direct damage as referred to in this article;
f. reasonable and demonstrable costs incurred by the Client to ensure that the performance still complies with the Agreement.
- Bovertis' liability for indirect damage, including, but not limited to, lost profit, lost savings, reduced goodwill, damage due to business interruption, mutilation or loss of ( company ) data, is excluded.
- Any claim for compensation from the Client will lapse if the Client does not report the damage to Bovertis In Writing within two (2) months after discovery.
- The total liability of Bovertis towards the Client due to an attributable shortcoming in the fulfillment of an Agreement or for any other reason, is limited per event to a maximum of the amount paid out by the insurer.
- Any limitation or exclusion of liability included in the Agreement does not apply if the damage is the result of intent or deliberate recklessness on the part of Bovertis' management.
- The Client indemnifies Bovertis against any claims from third parties who suffer damage in connection with the performance of the Agreement and the cause of which can be attributed to others than Bovertis. If Bovertis should be held liable by third parties on that basis, the Client is obliged to assist Bovertis both in and out of court and to immediately do everything that may be expected of him in that case. Should the Client fail to take adequate measures, Bovertis is entitled, without notice of default, to proceed to do so itself. All costs and damage on the part of Bovertis and third parties arising as a result thereof are fully for the account and risk of the Client.
- Bovertis cannot be held to fulfill any obligation under the Agreement if fulfillment is prevented as a result of force majeure. Bovertis cannot be held liable for any damage resulting from this.
- Force majeure can occur in the event of power failures, internet failures, failures in the telecommunications infrastructure, network attacks (including (D) DOS attacks), attacks by malware or other malicious software, civil unrest, mobilization, war, pandemics, terror, strikes, in - and export restrictions, stagnation in supply, fire and floods.
- In the event of force majeure, the obligations of Bovertis affected by this will be suspended until the force majeure situation has been resolved. In the event of force majeure, Bovertis will make every effort to realize the cancellation as quickly as possible. However, if a force majeure situation has lasted longer than ninety (90) days, Bovertis has the right to terminate the relevant part of the Agreement immediately In Writing, without being liable for any resulting damage.
Article 16 Duration and Termination
- Unless otherwise agreed In Writing, the initial term of the Agreement is five (5) years. The Parties are not permitted to terminate the Agreement prematurely, except in cases for which an exception has been explicitly made in these General Terms and Conditions or in other parts of the Agreement.
- The Agreement will, unless agreed otherwise, be automatically and tacitly extended after its expiry with additional periods equal to the initial duration, unless a Party is notified in Writing by the other Party of its termination at least three (3) months before expiry. desire not to renew the Agreement.
- Bovertis may suspend or terminate the Agreement at any time without notice of default being required, if:
a. The Client fails to fulfill its obligations under the Agreement or fails to do so on time and fails to rectify the shortcomings within a reasonable period after notice of default. However, prior notice of default is not necessary in the cases provided for in these General Terms and Conditions or when the default takes effect by operation of law;
b. Client has been declared bankrupt; suspension of payment has been requested , the Client 's company is dissolved or liquidated , or (part of) the Client's assets are seized.
c. due to delays on the part of the Client, Bovertis can no longer be required to fulfill the Agreement under the originally agreed conditions; or
d. circumstances arise that make compliance with the Agreement impossible, or as a result of which unaltered maintenance of the Agreement cannot reasonably be required of the Client.
- The right to suspension in the aforementioned cases applies to all Agreements concluded with the Client simultaneously, even if the Client is only in default with regard to one Agreement, and without prejudice to Bovertis' right to compensation for damage, loss of profit and interest.
- If a dissolution is attributable to the Client, Bovertis is entitled to compensation for the damage that arises directly and indirectly as a result.
- If the Agreement is terminated or dissolved, the claims of Bovertis Client Customer are immediately due and payable.
- If the Agreement is terminated or dissolved, Bovertis will destroy and/or remove the Client's operational data within thirty (30) after termination.
- Obligations that by their nature are intended to continue after the end of the Agreement will also remain in full force after the end of the Agreement.
- The application of Article 6:271 et seq. of the Dutch Civil Code is excluded.
Article 17 Amendments
- After conclusion, the Agreement can only be changed with the Written consent of both Parties. Any changes will be appended (in the form of an addendum) to this Agreement.
- Bovertis is authorized to unilaterally change the Agreement upon renewal of the Agreement. If Bovertis intends to implement such changes, Bovertis will inform the Client of this in a timely manner, in any case within thirty (30) days prior to the extension.
- Changes of minor importance, changes based on the law and changes in favor of the Client can be implemented by Bovertis at all times.
Article 18 Others provisions
- Dutch law applies to the Agreement.
- Insofar as not dictated otherwise by mandatory law, all disputes that may arise as a result of the Agreement will be submitted to the competent Dutch court in the district where Bovertis has its registered office.
- The Client is not entitled to transfer the rights and obligations under the Agreement to a third party, including merger or acquisition, without Written permission from Bovertis.
- The Client gives Bovertis the right in advance, without needing the express permission of the Client, to transfer the Agreement concluded between the Parties in whole or in part to parent, sister and/or subsidiary companies or a third party in the case of a merger or acquisition. Bovertis will notify the Client if such a transfer has taken place.
- The Client must immediately inform Bovertis In Writing of any changes in its name, place of business, invoicing data, legal form or other data of which the Client should reasonably know that timely notification of the change is important for Bovertis. Bovertis may impose conditions with regard to the consequences of such a change.
- All legal claims of the Client under the Agreement become time-barred - subject to mandatory legal provisions - after one year, counting from the day on which fulfillment of obligations under the Agreement existing between the Parties has become due and payable. This provision does not affect the regular limitation period of Bovertis' claims.
- If a provision of the Agreement proves to be null and void or otherwise invalid, this will not affect the validity of the entire Agreement. In such a case, the parties will determine (a) new provision(s) in consultation, which will reflect the intention of the original provision as much as possible.
Module B: Hardware
The following articles (article B.1 to B.5) apply if the Service (also) serves to provide services regarding the purchase of hardware
Article 1. Delivery
- The hardware is delivered by Bovertis “Ex Works” as referred to in the Incoterms 2000. Any packaging and shipping costs can be charged separately to the Client.
- After the conclusion of the Agreement, Bovertis will make every effort to deliver the hardware to the Client in accordance with the Agreement or within a reasonable period. The risk of loss, theft or damage to the hardware is transferred to the Client at the moment that the hardware has been delivered by Bovertis to the agreed address.
- The Client must check the delivered hardware as soon as possible, but in any event within seven (7) days after delivery, for any damage or other defects. If the Client finds damage or other defects, the Client must report this immediately and In Writing to Bovertis. In the report, the Client must provide sufficient reasons for the damage or defects and must send sufficient evidence to Bovertis to assess the merits of the report.
- If the Client does not report damage or defects to Bovertis within the period referred to in the previous paragraph, the hardware will be deemed to have been delivered without damage or defects.
Article 2. Retention of ownership
- When Bovertis has delivered in accordance with Article B.1. of these General Terms and Conditions to the Client, all delivered goods remain the property of Bovertis as long as Bovertis has not received full payment of the entire amount agreed in this respect.
Article 2. Installation
- The client is responsible for installing the hardware after delivery by Bovertis. The Client must strictly follow all instructions given by Bovertis and any instructions or documentation supplied with the hardware.
- If agreed, Bovertis will install the hardware at a location and manner specified in the Agreement. Bovertis is entitled to refuse the installation of hardware at a certain location if, in its professional opinion, the location is not possible, or the correct functioning of the hardware at the location in question cannot be guaranteed.
- The client remains responsible for the correct power supplies and network connections. If the mentioned facilities are not present, Bovertis may not be able to carry out a correct and complete installation.
Article 3. Warranty
- The Client accepts that the hardware only has the functionality and other properties contains as found by the Client at the time of delivery. The hardware is delivered “as is” (ie with all visible and invisible errors and defects), unless additional warranties are explicitly provided in the Agreement.
- The hardware supplied by Bovertis is exclusively subject to the manufacturer's warranty, unless explicit additional warranties are provided in the Agreement. Manufacturer's warranty information can be found on the manufacturer's or importer's website or in the manufacturer's documentation that comes with the hardware.
- The above does not apply to damage or defects (1) that are the result of improper use, (2) that are not related to the faultiness of the materials used and/or the manufacture, (3) that have arisen as a result of the improper storage or preservation of the hardware, or (4) resulting from climatic or other effects.
Article 4. Return policy
- Returning hardware is only possible with prior permission from Bovertis.
- Any costs associated with the return will be borne by the Client. The Client is responsible for adequate packaging of the hardware and must return the hardware by insured shipment.
- The client is obliged to return the hardware to Bovertis in an undamaged condition, except for normal wear and tear of the hardware. If Bovertis finds that the Client has made changes to the hardware without Written permission from Bovertis, or that the hardware is damaged, any costs for replacement or repair will be fully borne by the Client.
Module C: SaaS
The following articles (article C.1. up to and including C.6.) apply if the Service (also) serves to provide services regarding SaaS.
Article 1. Right of use
- Bovertis grants the Client the non-exclusive, non-transferable right to use the Service for the duration and under the conditions of the Agreement.
- The right of use as referred to in the previous paragraph also includes all future updates of the Service.
- The Client is entitled to use the Service under the right of use for the Client's company or institution. The restrictions, including the number of End Users and available functions, are stated in the Agreement.
- Unless otherwise agreed in Writing, the Client is not permitted to sublet or otherwise make the Service available to third parties. This does not include the Client's End Users.
Article 2. Delivery
- If the Agreement relates to a standard Service, Bovertis will endeavor to deliver or complete the Service as soon as possible after the Agreement has been concluded.
- If at least one of the following situations occurs, it can be said to be “delivered”:
a. through use of the Service by the Client;
b. by a notification from Bovertis to the Client that the Service is available;
c. by Written or electronic confirmation of delivery of the Service by Bovertis.
Article 3. Maintenance
- Bovertis has the right to temporarily decommission its Service or parts thereof for the purpose of maintenance, adjustment or improvement thereof, and/or maintenance, adjustment or improvement of the associated software or other facilities. Bovertis makes every effort to ensure that such decommissioning takes place outside Office Hours as much as possible and to inform the Client in time of the planned decommissioning and can set a time schedule for this with the Client.
- In the event that Bovertis is of the opinion that a decommissioning of the Service - whether or not during Office Hours - is necessary for the proper functioning of the Service, it is entitled to immediately decommission the Service without prior notification to the Client. However, Bovertis is never obliged to pay any compensation for damage in connection with such decommissioning.
Article 3. Support
- Bovertis offers support for the delivery of the Service as stated in the Agreement, possibly supplemented by an SLA.
- If the Client reports a defect in the Service to Bovertis, it will only be dealt with if the defect is demonstrable and reproducible.
- Bovertis may impose restrictions on the use of the forms of support offered. In addition, Bovertis is free to determine and/or change availability and response times of support, unless agreed otherwise.
- Further and additional agreements about (deviating) availability of (telephone) support and response times will, if agreed upon by the Parties, be laid down in a service level agreement.
- The recovery of damaged or lost Customer data, the damage or loss of which can be attributed to the Client, does not fall under the support referred to in this article and will be carried out on the basis of subsequent calculation at the hourly rates applicable at that time.
- The Client can submit a request to Bovertis to implement customized adjustments to the Service (such as functional and/or other adjustments specifically for End Users). Bovertis will implement this at its own discretion.
Article 4. Usage rules
- Client guarantees that the Services will not be used for activities that are in violation of any applicable laws or regulations. In addition, you are expressly prohibited (whether lawful or not) from offering or distributing through the Services any Materials that:
a. contain malicious content (such as malware or other malicious software);
b. infringe the rights of any third party (such as Intellectual Property Rights), or are manifestly libelous, defamatory, abusive, discriminatory or hateful;
c. contain information about or can be helpful in violating the rights of third parties, such as hacking tools or explanations about computer crime that is intended to (have) the reader commit criminal behavior and not to defend himself against it;
d. result in a violation of the privacy of third parties, including but not limited to the distribution of personal data of third parties without permission or necessity;
e. contain hyperlinks, torrents or references to (locations of) Materials that infringe copyrights or other Intellectual Property Rights; or
f. contain child pornography, bestiality pornography or animations thereof or are clearly intended to help others find such Materials.
- The Client is only permitted to distribute (unsolicited) commercial, charitable or idealistic communication via the Services with due observance of the applicable laws and regulations.
- The Client shall refrain from hindering other customers or internet users or causing damage to systems or networks of Bovertis or other customers. The Client is prohibited from starting up processes or programs, whether or not via the systems of Bovertis, of which the Client knows or can reasonably suspect that this will hinder or damage Bovertis, its customers or internet users.
- If, in the opinion of Bovertis, nuisance, damage or any other danger arises for the functioning of the computer systems or the network of Bovertis or third parties and/or the services via the internet, in particular due to excessive sending of e-mail or other data, ( distributed ) denial -of-service attacks, poorly secured systems or activities of viruses, Trojans and similar software, Bovertis is entitled to take all measures it reasonably deems necessary to avert or prevent this danger. Bovertis may recover the costs that are reasonably necessary associated with these measures from the Client.
Article 5. Changes to the service
- Bovertis may adjust the functionality of the Service from time to time. The feedback and suggestions from the Client are welcome, but Bovertis has the right not to implement the adjustments if it has reasonable grounds for doing so. Bovertis strives, but is not obliged to do so, to notify at least two (2) Business Days in advance that updates will be carried out. Under no circumstances can the Client continue to use the old version of the Service or claim an announced update that has not been implemented due to circumstances.
Module D: On - Premise Software
The following articles (article D.1. to D.4.) apply if the Service (also) serves to provide services regarding On -Premise Software.
Article 1. Licensing
- Bovertis hereby grants Client a non-exclusive, non-transferable and non- sublicensable limited right of use for the duration and under the terms of the Agreement to use the On - Premise Software under the terms of the Agreement.
- The Client is only entitled to use the On- Premise Software under this user right for the Client's company or institution. The limitations, including but not limited to the number of user accounts and available functions, are stated in the Agreement.
- The Client is expressly prohibited from selling, renting, transferring, granting or otherwise making available to third parties any rights to the On- Premise Software. Contrary to the above provisions, the Client is permitted to make the On - Premise Software available to End Users for the purpose of using the On- Premise Software.
- It is also not allowed:
a. Reverse engineer the source code of the On - Premise Software or decompile the On- Premise Software , except as permitted by mandatory law;
b. the On - Premise Software to third parties;
c. Sublicense or make available the On - Premise Software to third parties, whether through rental, Software-as-a-Service constructions or otherwise;
d. make changes to the On- Premise Software, except insofar as this is permitted by mandatory law;
e. indications of Bovertis and/or its licensors as the owner of the On- Premise Software or parts thereof.
- The Client will impose at least the same conditions as included in the General Terms and Conditions and/or the Agreement on the End Users with regard to the use of the On- Premise Software.
- If requested, the Client will immediately cooperate fully with an audit to be carried out by or on behalf of Bovertis regarding compliance by the Client and/or End User with the agreed restrictions on use.
Article 2. Installation and delivery
- If this forms part of the Agreement, Bovertis will install and configure the On- Premise Software on a hardware, software and network environment to be designated by the Client under the responsibility of the Client.
- In the event that Bovertis performs the installation as referred to in the previous paragraph, the Client will, at the request of Bovertis, grant employees and auxiliary persons of Bovertis all necessary access to the environment to enable installation, configuration, maintenance and adjustments of the On - Premise Software. At the request of Bovertis, the Client will also make its own employees available.
- The choice, purchase and management of the hardware, software and network environment is the sole and full responsibility of the Client. Bovertis will provide instructions on the desired configuration. If the designated environment does not meet the requirements of Bovertis, Bovertis is not responsible for the non-functioning of the On- Premise Software.
- Bovertis will inform the Client of system requirements upon request, but can under no circumstances be held responsible and liable for the functioning or non-functioning of the On- Premise Software delivered on the systems of the Client or a third party engaged by the Client (including a hosting provider). understand). In addition, Bovertis will not be obliged to make adjustments to the On - Premise Software for the purpose of correct operation on the aforementioned systems of the Client. However, Bovertis will provide assistance in finding a suitable solution, insofar as it deems this reasonable. This is at the discretion of Bovertis.
Article 3. Warranties and Availability
- Insofar as an applicable SLA does not form part of the Agreement, the provisions of this article apply.
- The Client accepts that the On- Premise Software only contains the functionality and other properties as the Client finds in the On- Premise Software at the time of delivery (“as is”), therefore with all visible and invisible errors and defects. Bovertis does not warrant that the On - Premise Software will be available at all times without interruption or defects.
- Bovertis is not obliged to remedy problems/defects in the On - Premise Software that are discovered more than three (3) months after delivery and are due to changes in the environment or other technical influences (including browsers, infrastructure, operating systems and changed standards included).
- Adjustments that must necessarily be made as a result of technical influences as referred to in the previous paragraph, will be made in small updates. Bovertis will, as far as possible, indicate in advance what the costs are for these activities if they are not included in the next minor update.
- The Client is aware that Bovertis has no influence on the hardware and infrastructure of the Client on which the On- Premise Software is installed. Bovertis therefore gives no guarantees with regard to the availability of the hardware and infrastructure, and the availability of the On - Premise Software as a result of non-availability of the hardware and/or infrastructure.
Article 4. Support
- Unless otherwise agreed in an SLA, support is provided by Bovertis without Bovertis giving any guarantees.
- Bovertis will provide remote support. To provide remote support from Bovertis' own office locations, the Client must enable Bovertis to access the software via the internet. In doing so, the Client will provide all reasonable cooperation that is necessary to provide remote support. The Client is responsible for granting Bovertis access to the Client's systems.
- When remote support is provided, Bovertis is free to choose which software it uses for the support. The Client can indicate a solution here, but Bovertis is never obliged to use this designated solution.
Module E: Hosting
The following articles (article E.1. up to and including E.5.) apply if the Service (also) serves to provide services regarding hosting.
Article 1. General
- If the Service has to be implemented by Bovertis before commissioning, Bovertis will take care of this in accordance with the provisions in the General Terms and Conditions and the Agreement. In the implementation of the Service, the Client will provide all necessary cooperation and comply with the reasonable requests of Bovertis.
Article 2. Shared hosting
- If the Services (partly) consist of shared hosting, the capacity and storage space of the hardware made available to the Client by Bovertis will be shared with other Bovertis customers.
- Due to the shared infrastructure, the Client must prevent unnecessary peak loads on the Services and the Client must refrain from using the Services in such a way that nuisances other customers who use the hardware.
- In the event of an excessive load on the hardware by the Client, Bovertis may temporarily block all or part of the Services for the Client in order to guarantee the quality of the service for other clients, without being liable in any way for any resulting damage. In such a case, Bovertis will inform the Client as soon as possible and will discuss a suitable solution with the Client.
Article 3. VPS
- If the Services (partly) consist of hosting via a Virtual Private Server (VPS), Bovertis will make virtually subdivided hardware available to the Client and the Client will have its own capacity and storage space.
- The Client may at any time submit a request to upgrade the purchased capacity and storage space for the Services. Bovertis strives to implement the requested upgrade as soon as possible. Downgrading of the Services is only possible at the end of the agreed contract period. The Client must submit a request for the downgrade to Bovertis at least one (1) month before the end of the contract period. Bovertis will implement the downgrade on the start date of the new contract period.
- The request for upgrading or downgrading the Services can be requested by the Client In Writing via Bovertis. Boverts has the right to refuse an upgrade or downgrade request.
Article 4. Dedicated hosting
- If the Services (partly) relate to dedicated hosting, Bovertis will make its own hardware available to the Client and the storage space and capacity of the hardware will therefore not be shared with other Bovertis customers. The hardware is and remains the property of Bovertis.
- The installation and maintenance of the hardware is performed by Bovertis. The Client therefore has no right of access to the server room.
- Bovertis has the right to allocate other hardware to the Client, provided that the replacement hardware reasonably meets the requirements that applied to the original hardware. In such a case, Bovertis will draw up an action plan with the Client in advance for the planned relocation, except in urgent cases.
Article 5. Other
- Article C.5. applies mutatis mutandis to the Services as described in this module.
The private company Bovertis, with Chamber of Commerce number 34235648 hereinafter 'Bovertis BV' would like to welcome you to www.bovertis.nl. By using this website you agree to this disclaimer. Bovertis BV can always adjust the content of the website and this disclaimer without you receiving notification. The content of this website has been carefully composed by Bovertis BV, but use of the website is at your own risk. Bovertis BV will make every effort to keep the content of the website as correct as possible, but does not guarantee that its website will always be correct or complete. Information, including the provision of services, may include errors or be out of date. Bovertis BV is not liable for damage or other adverse consequences due to the use or inaccessibility of (information on) this website. Actions that you perform on the basis of this website or the information provided by Bovertis BV are for your own account and risk. Therefore, no agreement can be concluded between you and Bovertis BV on the basis of those errors or outdated information. If you have a complaint, Bovertis BV would like to hear it. Send your complaint about the content to firstname.lastname@example.org.
You may use this website, but you cannot claim any Intellectual Property Rights of Bovertis BV or those of licensors. Bovertis BV reserves all rights with regard to (the content of) the website. You can always request permission to use the content of this website in publicly accessible places via email@example.com.
If it is the case that Bovertis BV has accidentally infringed your copyright by using articles or images, please let Bovertis BV know via firstname.lastname@example.org. Any articles or images that violate copyright are then immediately removed from the website, without Bovertis BV being obliged to pay any compensation.