GENERAL TERMS AND CONDITIONS OF REFLEX ONLINE Ltd.
(CoC:27143635 and VAT-number: 8031.56.558)
1. General Conditions
1. These terms and conditions shall be applied to all offers and services provided by Reflex Online and its counterparts and their supplies and services.
2. Possible changes to these terms and conditions will only be binding after all relevant parties have been informed in writing.
3. The relevance of possible purchase or other conditions of their counterparts is explicitly rejected.
4. In all cases of dispute the original language (Dutch) terms and conditions will take precedence.
2. Production, costs and termination of agreement
1. All agreements are only confirmed by the written confirmation of all relevant parties.
2. Agreements with Reflex Online are for a period of 3 (three) years unless otherwise agreed in writing. After this period the agreement is automatically renewed for a term not exceeding 1 (one) year. Unless the agreement is cancelled a minimum of 3 months prior to the end of said agreement by means of registered letter.
3. Any relevant party can end the agreement without notice at any moment under the following circumstances:
a. When a violation of the agreement occurs and no attempt to rectify the violation occurs within a 30 day period of notification of violation.
b. In case of insolvency or bankruptcy of relevant parties leading to cancellation or deferment of payments.
c. In case of liquidation, merger, takeover or bankruptcy of relevant parties.
4. At the termination of the contract no further access to the Reflex application is possible, unless Reflex Online have been legally proscribed as responsible for the above events. In that case the parties shall be entitled to the use of reflex for 1 year after the event. The source-code of reflex will be made available to the agreed parties via the notaries office where the Reflex code and documentation has been stored.
5. At termination of agreement all relevant data transmitted between Reflex and relevant parties shall, after digital transmission to relevant parties, be destroyed.
3. Intellectual ownership and Copyright
1. General terms and conditions notwithstanding, Reflex Online retains all rights and powers afforded to themselves
by all relevant copyright law(s).
2. All Reflex Online components supplied, such as reports, recommendations, agreements, designs , sketches, drawings, software etc, have been exclusively intended to be used by the client and can not by them be made public, or to a third party, without express written consent of Reflex Online.
3. The use of Reflex has been limited to the use specified in the agreement in addition to internal business use by the client . Moreover it has not permissible for the client to use resources to change or alter (trade) rights, trading names or other intellectual property.
1. Every 12 months tariffs for services (customized software, training, consultation etc) can be subject to change. In respect of the periodic tariffs these will remain unaltered for a period of three years. Subsequently all periodic
tariffs will then also be subject to change, however this change will be limited to a maximum of 10% ofprevious monthly tariff.
2. All services will be calculated at an hourly rate excluding material costs. All costs are exclusive VAT.
1. All invoices from Reflex Online have a term of payment of 30 days from date of invoice, unless by written agreement of Reflex Online. Payment must occur by means of a transfer of the full amount to the account number given on the invoice.
2. For overdue payments , interest will be levied at a rate of 1.5% of the total outstanding amount per month from the due date of the invoice until the full payment is received.
3. All costs incurred as a result of the recovery of overdue payments will be judged to be the responsibility of the
client and will be charged at 15% of the outstanding sum with a minimum payable of €150.
6. Maintenance and support
1. Maintenance and support form an essential part of the use of Reflex. Reflex Online will agree to provide the
- Granting telephone assistance with respect to the use of Reflex.
- Doing everything within reason to detect errors and/or trace loose ends in Reflex and try to repair any errors which are reported by the client (and as far as that is present) in the most recent versions of Reflex. The
reports of errors and/or loose ends can be done by means of the helpdesk, by means of element tool and by means of e-mail : email@example.com
2. Reflex Online grant maintenance and support on working days during normal office hours and will endeavor to rectify the problem within a reasonable time after a report is made. Reflex Online will make best efforts to solve any problemsas quickly as is reasonable.
3. Recovery of lost data is not covered under normal maintenance activities. Reflex Online will charge the costs of recovery of data to the client in case of should the client have been deemed responsible for the loss of data.
4 . Reflex Online make a daily backup of all system files and guarantee an restore period of 30 days prior. Restoration can be done on application during office hours and during working days. The restored data is available
within 1 day.
1. Protection against unlawful system access to the server is maintained by means of a firewall. Within Reflex itself access is restricted by means of passwords. These are managed by the client.
1. Reflex Online guarantees an availability level of 99.50%, where availability has been defined as access to Reflex, client data and incoming IP-address which is managed by Reflex Online or on behalf of Reflex Online. The primary URL of the client can refer to this IP-address.
2. If the client is faced with an unavailability which in total is more than 24 hours per month and this unavailability is found to be the fault of Reflex Online, Reflex Online will credit a fixed price to the client for every period of 12 hours which the unavailability session lasts longer than the agreed maximum 24 hours. If Reflex Online can reasonably conclude that the client, its employees or end-users caused the unavailability directly or indirectly then no compensation will be due. The maximum compensation per month amounts to 30 days * fixed price. If the client qualifies for repayment Reflex Online must be notified not less than 1 week after the end of the month in which the
availability under the agreed level has occurred. This claim must be sent to firstname.lastname@example.org
1. Reflex Online is not responsible, for loss or damage which the client may experience as a result of third party
claims should indirect or consequential damage be suffered by the client, including, but not limited to, loss of profit, business opportunities or financial loss and/or damage as a result of stagnation of the company unless Reflex Online are found to be legally culpable in said loss or damages.
2. The liability of Reflex Online towards client from account has been thus restricted to the total paid amount and
amount still being open to Reflex Online, up to a maximum of € 12,000 (Twelve thousand euros).
3. A claim for compensation for damages incurred must be lodged with Reflex Online not more than 1 month after
alleged damage occurs.
1. Both parties (including their employees and approved third parties) are obliged to maintain the confidentiality of all and any information which they have obtained within the framework of their agreement together or from any other source. Information is considered as confidential if this has been notified by the other party as such or if this stems from the information gleaned from either party. The confidentiality duty aforementioned remains in perpetuity.
2. The client will be permitted to share confidential information to a third party, if said information is kept for that purpose on the basis legal requirement or legal pronouncement. After such a request the client must inform Reflex Online of this immediately.
11. Rights and Disputes
1. Dutch legal rights and conditions apply to both user and client.
2. Parties have the right to have disputes heard by a judge should mutual agreement prove unworkable.
3. In case of disputes, both parties agree to the decision reached by the court in who’s jurisdiction Reflex Online is based.