General terms and conditions ZooEasy stand alone
In the Agreement the following definitions begin with a capitalized letter:
- General Terms and Conditions:
- being these general terms and conditions.
- agreement between ZooEasy and the Other Party with respect to the supply of the product ZooEasy Stand Alone and services by ZooEasy to the Other Party.
- ZooEasy and the Other Party.
- Other Party:
- the natural person or legal person ZooEasy has concluded an Agreement with.
- the Other Party being a natural person, who does not act within the framework of his profession or company.
- Intellectual Property Rights:
- the Intellectual Property Rights as stated in article 5 of these General Terms and Conditions.
- the stand alone computer software supplied by ZooEasy as indicated in the Agreement.
- all manuals, descriptions and other matters supplied by ZooEasy with products to be supplied by ZooEasy.
- Force Majeure:
- the situation as described in article 9 of these General Terms and Conditions.
- These General Terms and Conditions are applicable to all legal relationships, among which and included discounts, offers, and Agreements between ZooEasy and the Other Party.
- Deviations from these General Terms and Conditions are only valid in case these have been explicitly agreed upon in writing.
- The applicability of possible other General Terms and Conditions to which the Other Party refers in any way is herewith dismissed explicitly.
- ZooEasy has the right to alter these General Terms and Conditions. Amendments also apply to Agreements already concluded. Amendments shall be notified to the Other Party by means of e-Mail or in writing. These shall come into effect ten days after this notification or on a later date, which is laid down in the notification.
- If the Other Party does not wish to accept an amendment in the General Terms and Conditions, this Other Party is entitled to terminate the Agreement with due observance of a notice period of one calendar month. The termination shall be conducted by means of a registered letter.
3. Special offers, Offers and Agreements
- All special offers and offers from ZooEasy are offered without commitment and shall be valid for fourteen days, unless explicitly stipulated otherwise and unless the special offer or offer is revoked before acceptance.
- An Agreement between ZooEasy and the Other Party shall be concluded by:
- signing an Agreement in writing by both Parties, or;
- completing and sending the order form for this purpose and acceptance of this by ZooEasy.
- The Other Party is obliged to complete the order form correctly. Order forms that have not been completed or that have been completed incorrectly will not be attended to.
- If and in so far Section 9A of Book 7 of the
Civil Code is applicable (Contracts negotiated at a Distance) the Consumer is entitled to terminate the Agreement without stating grounds during seven days after having received the Software. When the Consumer exercises his right to dissolve the Agreement, ZooEasy shall repay the amount already paid by the Consumer. This repayment shall take effect as soon as possible, although at the latest within a period of thirty days. The Consumer is obliged to return the goods supplied and the costs of the return shipment are at the Consumer's expense.
- When the purchaser acts as a Consumer, the in article 3.4 stated right to termination is only applicable until the moment that the definitive activation code is received.
- All (delivery) periods indicated by ZooEasy have been set to the best of knowledge and will be respected as much as possible. ZooEasy is, however, not bound to (delivery) periods which cannot be met due to circumstances that arose after the Agreement was concluded. In case of exceeding the (delivery) period ZooEasy is not liable for damages caused by this, unless the exceeding of the period is intentional or due to gross negligence of ZooEasy. In case of an (threatening) exceeding of the (delivery) period Parties will discuss this as soon as possible in order to take appropriate measures.
- If and in so far Section 9A of Book 7 of the Civil code is applicable (Contracts negotiated at a Distance) ZooEasy maintains a delivery period of no more than thirty days.
- Unless otherwise agreed upon in writing ZooEasy shall take care of the delivery of the Software stated in the Agreement and the Other Party shall be responsible for the installation on the equipment dedicated to this purpose and the implementation of the Software.
- The risk of loss or damage to matters that are subject to the Agreement shall be transferred to the Other Party at the moment that these have been transferred into the actual possession of the Other Party.
5. Intellectual Property Rights
- All Intellectual Property Rights to the Software, Documentation and/or other materials that are supplied in accordance with the Agreement, shall remain vested in ZooEasy. Unless explicitly agreed upon otherwise in writing no Intellectual Property Rights will be transferred to the Other Party at any time.
- Unless explicitly agreed upon otherwise in writing the Other Party acquires only a non-exclusive and non-transferable right of use with respect to the Software for the duration of the Agreement.
- ZooEasy is permitted to take technical measures to protect the Software. If ZooEasy has protected the Software by means of technical protection the Other Party is not permitted to remove this protection or take actions to evade this protection.
- The Other Party shall by no means make copies of the Software. At request of the Other Party ZooEasy shall within a reasonable term, make available a back-up copy of the Software to the Other Party.
- The Other Party shall by no means alter, remove or make illegible any notice of copyright or property right.
- The Other Party shall use the Software only on behalf of itself (possibly within the framework of his normal business activities) and shall not supply, hire out or by any means submit to perusal or inspection the Software or copies thereof or send the Software over a network with the application of information technology or by any means offer to third parties the opportunity to infringe the conditions (of right to use) which are stated in the Agreement.
- The Other Party shall use the Software solely in accordance with the purposes and instructions as stated in the Documentation.
- ZooEasy shall indemnify the Other Party against any legal claim that is based on the allegation that the Software developed by ZooEasy infringes an Intellectual Property Right that is applicable in the Netherlands on the condition that the Other Party will notify ZooEasy in writing immediately about the existence and the contents of the legal claim and that the settlement of the matter, including the settlement of a case out of court is left wholly to ZooEasy. The Other Party shall for this purpose provide the necessary power of attorney, information and co-operation to ZooEasy in order to defend itself, if necessary in the name of the Other Party, against these legal claims.
This obligation of indemnification becomes null and void if and in so far the infringement is related to alterations which the Other Party has made or has had made in the Software. If at law it is firmly established that the Software which ZooEasy developed itself infringes any right to intellectual property belonging to a third party or if in the opinion of ZooEasy there is a reasonable chance that such an infringement occurs, ZooEasy will take back the supplied goods and repay the purchase costs minus a reasonable amount levied on the use of the Software or ZooEasy will ensure that the Other Party can use the supplied goods undisturbed. All other liability or liability going further than this or the obligation to indemnify of ZooEasy due to infringement of rights of Intellectual Property of third parties is disclaimed.
- In order to obtain the right of use of the Software the Other Party is obliged to pay the fee for the right of use as determined in the Agreement.
- The prices ZooEasy maintains are in the selected currency.
- ZooEasy is permitted to alter the prices agreed upon unless explicitly agreed upon otherwise in writing in the Agreement. ZooEasy shall inform the Other Party of this not more than 14 days before the price adjustment comes into effect.
- The Other party unwilling to accept an alteration of the prices is permitted to terminate the Agreement with ZooEasy within the period of not more than fourteen days after the notification of the new prices. The Agreement ends the moment at which the new prices come into effect.
- Delivery shall follow after payment in cash. In all other cases payment shall be made in accordance with the terms of payment stated on the invoice.
- Unless explicitly agreed upon otherwise in writing, payments shall be received by ZooEasy within 30 days after the invoice date. This term of payment is a fatal term. If ZooEasy has not received payment within the term stated above, the Other Party shall be in default and liable for the damages due to the delay without notice of default required by ZooEasy. The Other Party shall in such case be obliged to pay the statutory interest up to and including the day on which the actual payment is made.
- Moreover all costs, both in and out of court, related to the collection of receivables and/or the Agreement's realization shall be, in so far these were made in fairness, at the expense of the client, without prejudice the right of ZooEasy to claim the actual damage.
- ZooEasy is solely liable for attributable shortcomings in fulfilling the Agreement in so far this is laid down explicitly in this article and as far as ZooEasy did not perform properly in the capacity of a good client.
- The total liability of ZooEasy on account of attributable shortcoming in the fulfillment of the Agreement is limited to reimbursement of direct damage up to a maximum of the amount of the price agreed upon for that agreement (excluding VAT). In no case, however, will the total reimbursement for direct damage amount to more than the amount that is paid out in an occurring case by the liability insurer of ZooEasy. By direct damage is meant solely
- reasonable costs that the Other party would have to make in order to let the performance of ZooEasy fulfill the agreement; this replacing damage is, however, not reimbursed if the agreement is dissolved by, or is dissolved at the claim of, the Other party.
- reasonable costs, made as assessment of the cause and the proportion of the damage, as far as the assessment is connected to direct damage in the sense of these conditions;
- reasonable costs, made as prevention or limitation of damage, as far as the Other party indicates that these costs have lead to limitation of direct damage in the sense of these conditions.
- The liability of ZooEasy for damage through death or physical injury or due to material damage of matters, never amounts to more in total than is paid out by the liability insurer of ZooEasy.
- Liability of ZooEasy for indirect damage, consequential damage, loss of profit, missed savings, diminished goodwill, damage by business stagnation, damage as a result of claims by buyers of the Other party, mutilation or loss of data, damage as a result of a defect in the software by which an incorrect breeding result is created and all other forms of damage other than those mentioned in article 8.2 and 8.3, for whichever reason, is excluded.
- The limitations mentioned in the preceding points of this article 8 become invalid if, and as far as, the damage is the result of intention or gross negligence of supplier or his supervisors.
- The liability of ZooEasy due to attributable shortcoming in fulfilling an Agreement shall only arise if the Other Party gives notice of default to ZooEasy without delay although not later than the term of the guarantee provisioned in Article 10.1 soundly and in writing, in which a reasonable period for curing the shortcoming is stated and if ZooEasy also after this period fails to meet its obligations imputably. The notice of default shall contain a description of the shortcoming that is as detailed as possible, so that ZooEasy will be capable of giving an adequate reaction.
- If the Other Party is a Consumer, a notice of default in writing is not required if the delivery has not taken place within a period of thirty days.
- Condition for the creation of any right to indemnification is always that the Other Party reports the damage in writing to ZooEasy as soon as possible after the damage arose.
- The Other Party shall at all times indemnify ZooEasy against all claims of third parties which in any way are connected with the Software supplied by ZooEasy on behalf of the Other Party, unless the claim is the result from intention or gross negligence on the part of ZooEasy.
9. Force Majeure
- A shortcoming in the fulfilment cannot be attributed to a party if there is question of force majeure. By force majeure is meant at least: power failures, break down of the internet connection, or shortcoming in the performance of suppliers on whom ZooEasy is dependent in the execution of the Agreement, as well as each other circumstance that cannot be attributed to the negligence of a party, nor is accounted to that party by virtue of the law, legal act or in the communication applicable notions, one and another excluding obligations to payment of money.
- If the period of Force Majeure exceeds ninety days, Parties shall be permitted to dissolve the Agreement by means of an extrajudicial declaration without this creating a right to indemnification to either Party.
- The Other Party is not authorized to terminate the Agreement with the exception of the provision stated in Article 9.2.
- During a period of three months after delivery ZooEasy will correct errors - if present - and will deal with these to the best of its ability provided that these errors have been reported in writing within this period and that these errors have been described in an adequate manner.
- ZooEasy does not guarantee that the Software will work without interruption or without errors or that all of the errors will be repaired.
- The repair will not be charged. ZooEasy may charge the costs of repair in case of errors with regard to the use or injudicious use by the Other Party or if there are other causes that cannot be attributed to ZooEasy.
- Repair of mutilated data or data lost is not covered by the guarantee.
- The repair of errors shall take place at a location to be determined by ZooEasy.
- After the term of guarantee stated in Article 10.1 has expired, ZooEasy is not obliged to correct possible errors.
- The obligations under the guarantee lapse in case the Other Party makes alterations or has alterations made in the Software supplied without prior written consent of ZooEasy.
11. Duration and Termination of the Agreement
- Each of the Parties is authorized to dissolve the Agreement only if the Opposite Party, after an adequate notice of default that is as detailed as possible and in which a reasonable period to cure the shortcoming is set, imputably fails to meet essential obligations pursuant to the Agreement.
- Unless explicitly agreed upon otherwise in writing the Agreement shall be concluded for an indefinite period of time. It can only be terminated by Parties after Parties discussed the matter properly and it shall be terminated by a notice of termination in writing. If the Parties have not agreed to an explicit notice period a reasonable notice period shall be observed. Parties shall not be obliged to any indemnification pursuant to the termination of the Agreement.
- ZooEasy may terminate the Agreement by written notification without notice of default and without judicial intervention if:
- The Other Party has been granted a suspension of payments;
- A petition for (involuntary) liquidation against the Other Party is filed.
- The company of the Other Party is put into (involuntary) liquidation. ZooEasy shall not be obliged to any indemnification due to this termination.
- In case of dissolution of the Agreement ZooEasy reserves the right to a reasonable fee for the right of use of the Software already delivered. Also all rights of use of the Software lapse after the Agreement has been terminated.
- The Other Party is obliged to return or destroy all copies of the Software in its possession in case of dissolution/termination of the Agreement and submit evidence of this to the satisfaction of ZooEasy.
12. Registration of Persons
- ZooEasy shall collect no more personal data from the Other Party than necessary for the fulfillment of the Agreement. The personal data collected shall, within the framework prescribed by law, be used within the framework of company management of ZooEasy and will not be stored longer than required for company management or longer than prescribed by law.
- The personal data of the Other Party may be used in compliance with the statutory regulations for market research, direct marketing and sales activities on behalf of ZooEasy in so far the Other Party has given his consent. The consent can be given in writing or verbally.
- If the Other Party objects against the use of personal data as mentioned above or wishes to withdraw its consent given earlier, the Other Party may at all times notify ZooEasy of this in writing. In compliance with the prevailing statutory regulations for this purpose a withdrawal shall have no consequences for the processing of data prior to the moment of withdrawal.
- ZooEasy may submit personal data of the Other Party to third parties in the following cases:
- For collection of outstanding debts or in case of non(-timely) payment;
- On behalf of research into creditworthiness and payment behaviour of the Other Party;
- For internal market research or indirect marketing purposes unless the Other Party has informed ZooEasy in writing that it does not appreciate this;
- In case ZooEasy, in accordance with statutory regulations, is obliged or authorized to this; in any case this shall include the submittance which may be necessary to attend to a legitimate interest of ZooEasy or the third party to which the data are submitted.
- ZooEasy makes an effort to take appropriate technical and organizational measures to secure the personal data of the Other Party against loss or unauthorized use. These measures guarantee, taking into account the state of the art and the implementation costs, an appropriate security level considering the risks involved in the processing and the nature of the data.
- Our website www.zooeasy.com contains links to other sites. You should realize that we are not responsible for the actions of those other sites with regard to privacy. We advice our visitors to pay attention when they leave our site and to read the privacy statements of each website which collects personal information. This privacy statement is only related to information that is collected by means of this website.
13. Other Matters
- If and in so far there is no appeal possible to any provision of these General Terms and Conditions on the grounds of reasonableness and fairness or the onerous nature the provision concerned shall in any case have a meaning that by its contents and purport is as much as possible considered a corresponding meaning, so that it may be appealed against.
- If a provision of these General Terms and Conditions is nullified, set aside or if a provision is not applied this shall not result into other provisions or the remaining part of the provision respectively to be nullified, set aside or not applied.
14. Applicable law and Disputes
- The Agreement between ZooEasy and the Other Party shall be governed by Dutch law.
- The competent court in Groningen has exclusive jurisdiction to hear all disputes which may arise as a result of (the realization of) an Agreement between ZooEasy and the Other Party and also to all disputes regarding these General Terms and Conditions, unless another court is competent pursuant to a mandatory provision.
15. Filing of the General Terms and Conditions
These General Terms and Conditions are filed at the Chamber of Commerce at Groningen under no. 02058590.
In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation, and if so, the Dutch text will by law govern.