General Terms & Conditions

Business Name

SCITODATE B.V.

Headquarters

Bos en Lommerplein 280, 1055 RW, The Netherlands

Chamber of Commerce Number

68865880

VAT Number

NL857624301B01

Definitions

Client: the natural person or legal entity concluding an Agreement with SCITODATE;

General Terms and Conditions: These general terms and conditions or sale and delivery of SCITODATE.

SCITODATE: The private limited company that declares these General Terms and Conditions applicable to the Agreement.

Services: the services to be provided by SCITODATE to the Client on the basis of the Agreement;

Party: each party to the Agreement;

Fee: The fee that the SCITODATE receives from the Client as agreed in the Agreement.

Effective date: The date that SCITODATE and Client have entered into this agreement by Client agreeing with the SCITODATE offer.

  1. General

1.1. These General Terms and Conditions apply to the offer and supply of Services by SCITODATE and form an integral part of the Agreement between SCITODATE and the Client. Only SCITODATE and Client may invoke the rights and obligations arising from the Agreement and the related General Terms and Conditions.

1.2. SCITODATE is entitled to amend the General Terms and Conditions unilaterally and with immediate effect. The Client will be informed of amendments to the General Terms and Conditions in writing and in a timely manner. The amendments to the General Terms and Conditions apply to existing Agreements. If the Client continues to purchase the Services after amendment of the General Terms and Conditions, the Client is deemed to have accepted these amendments.

1.3. The General Terms and Conditions or one or more of the provisions contained therein may be derogated from only by written agreement between SCITODATE and the Client.

1.4. In no event may the Client transfer the rights or obligations arising from the Agreement, in whole or in part, to a third party without SCITODATE's prior written permission.

  1. Formation of the Agreement

2.1. The Agreement is formed by SCITODATE’s written confirmation of the Client's verbal or written order, or by the Client's written acceptance of a written quotation issued by SCITODATE.

2.2. Each Agreement is entered into subject to the condition precedent that there is sufficient availability of the Services and acceptance of the Client by SCITODATE.

2.3. On the Client request, SCITODATE can issue a written quotation for the supply of the Services. The quotation is valid for the duration included in the quotation. If no duration is included in the quotation, then the quotation is valid for thirty (30) days from its date.

2.4. Statements made by SCITODATE on a Website or otherwise pertaining to the Services are offered free of obligation and subject to amendment and availability.

  1. General obligations SCITODATE

3.1. SCITODATE will offer the Services with due observance of the provisions of the Agreement. SCITODATE undertakes to perform the arrangements in the Agreement to the best of its abilities.

3.2. SCITODATE’s service is using state of the art security measures and technologies however SCITODATE provides its services “as is” and it cannot be held responsible for possible but unexpected material damage created directly or indirectly to the client due the use of SCITODATE services.

3.3. The agreed starting date for the Services is a target date. SCITODATE reserves the right to postpone the supply of the Services on the basis of unforeseen circumstances, including but not limited to circumstances of a technical nature. In the event that SCITODATE postpones the starting date, SCITODATE will supply the Services by SCITODATE at a later date, for a period equal to the agreed period or alternatively the supply of replacement Services to the Client, all in consultation with Client.

3.4. SCITODATE is entitled to use Client in its marketing activities as reference with regard to the Services performed by SCITODATE, unless otherwise agreed in writing. SCITODATE is allowed to use the logo and success stories provided by the Client on it’s marketing and sales materials, unless otherwise agreed in writing.

3.5. SCITODATE shall indemnify and hold harmless the Client from and against any and all third party claims, demands, losses, damages and reasonable expenses (including, without limitation, reasonable legal fees) arising from or in connection with the conduct of this agreement.

  1. Obligations and restrictions Client

4.1. The Client will purchase the Services with due observance of the provisions of the Agreement and these Terms and conditions.

4.2. The Client is not allowed to use the Services in order to:

4.2.1. multiply and/or publish and/or modify software or other materials if such multiplication and/or disclosure and/or modification infringes rights, including intellectual property rights, of third parties;

4.2.2. make unlawful statements;

4.2.3. annoyingly approach, threaten or otherwise harass people;

4.2.4. do any activity in contradiction with GDPR, e-privacy directive or the equivalent regulation in his active territory;

4.2.5. send e-mail messages or upload files that contain viruses or similar software programs that could harm the operation of SCITODATE’ s offered services, the Internet or the computers and/or software of third parties;

4.2.6. limit the ability of third parties to use SCITODATE's offered services and/or the Internet.

4.2.7. systematically download part or entirety of the SCITODATE databases.

4.3. The Client shall indemnify and hold harmless the SCITODATE from and against any and all third party claims, demands, losses, damages and reasonable expenses (including, without limitation, reasonable legal fees) arising from or in connection with the conduct of this agreement.

  1. Fees and payment

5.1. The Client will pay the fees stated in the Agreement for the Services provided by SCITODATE.

5.2. Unless otherwise agreed, the Client pays fees to SCITODATE upon the start of the services.

5.3. The rates calculated by SCITODATE are in Euros or US Dollars as stated in the Agreement and will be increased by sales tax (if this tax is due under the law) and any other levies.

5.4. The bank charges that may occur during the invoicing are at all times to be paid by the Client.

5.5. In the event of overdue payment, SCITODATE is entitled to: (a) suspend the supply of the Services without requiring a notice of default or announcement and (b) charge the statutory interest on the full amount owed as of the date on which payment should have occurred up to the date on which the amount owed is received by SCITODATE. The Client will reimburse all costs that SCITODATE incurs to collect the amount owed, including costs of legal assistance, legal costs and extrajudicial costs, which costs amount to at least fifteen percent (15%) of the amount owed with a minimum of EUR 250.

5.6. In derogation of article 5.3, Parties may agree that the amounts owed by the Client be paid via direct debit collection.

5.7. SCITODATE sends the invoices digitally to an email address specified by the Client. If the Client wishes to receive the invoices by mail, SCITODATE will charge administrative costs.

  1. Privacy

6.1. SCITODATE operates within the guidelines of the General Data Protection Regulation (GDPR). The privacy agreements have been made available and can also be found for viewing and download here.

  1. Duration, termination and dissolution

7.1. The Agreement between SCITODATE and the Client is entered into for the period stated in the Agreement. If no period is agreed the Agreement will be concluded for a period of one (1) year.

7.2. Unless otherwise agreed in the Agreement, the Agreement will be automatically renewed for the same period after the period referred to in article 7.1 has lapsed, unless the Agreement is terminated in writing by one of the parties at least one (1) month before the lapsing of this period or the thus renewed period.

7.3. The agreement can be terminated by one of the parties in writing subject to at least one (1) month before the lapsing of the minimum duration or the renewed period. If it has been agreed that the agreement is concluded for an indefinite period of time, the agreement can be terminated in writing by one of the parties subject to a notice period of at least three (3) months.

7.4. SCITODATE is entitled to dissolve the Agreement without further notice of default extra judicially with immediate effect if (a) the Client is declared bankrupt; (b) the bankruptcy of the Client has been requested; (c ) the Client is in default of payment; or (d) a moratorium has been requested for the Client; or (e) the Client is not deemed creditworthy by SCITODATE; (f) if the Client fails to fulfill one or more of the obligations under the Agreement or for three (3) consecutive months, zero (0) transactions are measured by the SCITODATE system.

  1. Force majeure

8.1. SCITODATE is not obliged to comply with one or more obligations under the Agreement if it is prevented from doing so as a result of force majeure. Force majeure is taken to mean, inter alia, a non-attributable shortcoming of engaged third-parties or suppliers, hard being temporarily unavailable or insufficiently available software and/or internet or other telecommunications connections which are necessary for providing the Services, the closing of a website that is managed by a third party and every other situation which SCITODATE cannot decisively control. In case of a force majeure event, SCITODATE is not obliged to compensate any damage suffered by Client as a result of the force majeure event.

8.2. As soon as the force majeure event has lasted longer than 3 (three) months, the Client has the right to immediately terminate the Agreement in writing.

  1. Intellectual Property and confidentiality

9.1. The intellectual property rights on all Services SCITODATE provides or makes available in the context of the Agreement are maintained by SCITODATE or its licensors. Insofar as necessary for the use of the Services granted by Client, SCITODATE grants Client a limited, non-exclusive, non-transferable right to use the intellectual property rights on the Services.

9.2. The Intellectual property rights on materials and data Client provides to Scitodate in the context of the Agreement are maintained by the Client or its licensors. Insofar as necessary for delivery of the Services granted by SCITODATE, Client grants SCITODATE a limited, non-exclusive, non-transferable right to use the intellectual property rights. Client indemnifies SCITODATE for all third-party claims and claims arising therefrom which concern the use by SCITODATE of the materials and data and the related intellectual property rights of the materials and information provided by Client to SCITODATE.

9.3. The Client will not use or distribute material that was manufactured by SCITODATE outside of SCITODATE’s service provision without express permission of SCITODATE.

9.4. Neither party will use confidential business information of the other party or provide it to third parties, except for complying with the obligations that directly arise from the Agreement. Both parties must take all precautions that can be reasonably assumed necessary to prevent employees or third parties from disclosing any confidential information.

  1. Miscellaneous

10.1. The content of the Agreement and the General Terms and Conditions jointly determine the legal relationship between the Parties and replace all previous agreements between the Parties relating to the subject of the Agreement.

10.2. In the event that the Agreement differs from these General Terms and Conditions, the provisions of the Agreement will prevail.

10.3. In exercising the rights and obligations under the Agreement, SCITODATE may engage third parties at its own discretion.

  1. Applicable law and competent court

11.1. The Agreement, the General Terms and Conditions and/or the provision of the Services is governed by Dutch law.

11.2. Nullity of one or more provisions in these general terms and conditions or the Agreement will not affect the validity of the other provisions.

11.3. Disputes arising from the Agreement, the General Terms and Conditions and/or the provision of the Services will, if no amicable solution of the dispute can be reached between SCITODATE and Clients, be submitted to the competent court in the jurisdiction in which Scitodate is established, unless SCITODATE chooses to seek another court that has jurisdiction according to the law.

Version 2024-01