Article 1 - Definitions
- In these General Terms & Conditions, the following terms shall have the following meanings, unless explicitly stated otherwise.
- Offer: any offer or quotation made to Client for the provision of Services by LogisticDocuments.com
- Company: the natural or legal person who acts on behalf of their professional position or company.
- Services: the Services provided by LogisticDocuments.com concern the provision of software in the form of a web application.
- LogisticDocuments.com: the supplier that offers Services to the Client.
- Client: The Company that has appointed LogisticDocuments.com, granted projects to LogisticDocuments.com for Services performed by LogisticDocuments.com or to which LogisticDocuments.com has made a proposal under an Agreement.
- Agreement: each Agreement and other obligations between the Client and LogisticDocuments.com, as well as proposals of LogisticDocuments.com for Services provided by LogisticDocuments.com to the Client and which are accepted by Client and executed by LogisticDocuments.com to which these General Terms & Conditions form an indivisible whole.
- Web Application: The Web Application provided by LogisticDocuments.com to the Client
- SaaS-service: making available and maintaining the Web Application remotely.
Article 2 - Applicability
1. These General Terms & Conditions apply to every Offer made by LogisticDocuments.com, every Agreement between LogisticDocuments.com and the Client and every Service offered by LogisticDocuments.com.
2. Before a (remote) Agreement is concluded, the Client will be provided with these General Terms & Conditions. If this is not reasonably possible, LogisticDocuments.com shall indicate to the Client how the Client can view the General Terms & Conditions.
3. Deviations from these General Terms & Conditions are not possible. Exceptions to the General Terms & Conditions are possible in exceptional situations when explicitly agreed upon in writing by LogisticDocuments.com.
4. These General Terms & Conditions shall also apply to additional, amended and follow-up assignments from the Client.
5. The General Terms & Conditions of the Client are hereby excluded.
6. If one or more provisions of these General Terms & Conditions become fully or partly void or invalid, the remaining provisions of these General Terms & Conditions shall remain in effect and the void/ invalid provision(s) shall be replaced by a provision with the same scope and intent as the original provision.
7. Uncertainties about the content, explanation or situations not provided for in these General Terms & Conditions must be assessed and explained in the spirit of these General Terms & Conditions. The arrangements made in the Agreement are leading, and take precedence over these General Terms & Conditions.
8. The applicability of Articles 7:404 and 7:407(2) of the Dutch Civil Code is explicitly excluded.
9. The rights and obligations arising from the Agreement between the Parties cannot be transferred by the Client to a third party unless LogisticDocuments.com explicitly grants the Client its prior consent. LogisticDocuments.com is free to attach further conditions to this consent.
10. If, in these General Terms & Conditions, reference is made to she/her, this should also be understood as a reference to he/him/his, if and insofar as applicable.
11. In the event that LogisticDocuments.com has not, at all times, demanded compliance with these General Terms & Conditions, it shall retain the right to demand full or partial compliance with these General Terms & Conditions.
Article 3 - The Offer
1. All offers made by LogisticDocuments.com are without obligation, unless explicitly stated otherwise in writing. If the Offer is limited or only valid under specific conditions, this shall be explicitly mentioned in the Offer.
2. LogisticDocuments.com is only bound to an Offer if acceptance of the Offer by the Client is confirmed in writing within 14 days. Nonetheless, LogisticDocuments.com has the right to refuse an Agreement with a potential Client for a reason LogisticDocuments.com considers legitimate.
3. The Offer contains a description of the Services offered. The description is detailed enough to allow the Client to make a proper assessment of the Offer. Obvious mistakes or errors in the Offer cannot be binding to LogisticDocuments.com. Any illustrations and data in the Offer are merely indicative and cannot be used as a basis for any compensation or dissolution of the Agreement. All Offers are made on the basis of information provided by the Client. Offers shall cease to be valid if the Client's details are incorrect or incomplete.
4. Offers or quotations do not automatically apply to follow-up assignments.
5. Delivery times and deadlines in LogisticDocuments.com's offer are indicative and, if exceeded, do not entitle the Client to dissolution or damages, unless explicitly agreed otherwise.
6. A combined quotation does not oblige LogisticDocuments.com to deliver part of the goods included in the offer or quotation for a corresponding part of the quoted price.
Article 4 - Conclusion of the of the Agreement
1. The Agreement is concluded when the Client has accepted an Offer or an Agreement from LogisticDocuments.com by returning a signed copy (scanned or original) to LogisticDocuments.com. The Client shall provide all mandatory information requested during registration, in full and truthfully.
2. If the Client has accepted the Offer, LogisticDocuments.com shall confirm the registration of the Client in writing by email.
3. LogisticDocuments.com is not bound by an Offer if the Client could have reasonably expected or should have understood that the Offer contains an obvious mistake or clerical error. The Client cannot derive any rights from this mistake or clerical error.
4. Each Agreement entered into with LogisticDocuments.com or a project awarded to LogisticDocuments.com by Client, rests with the Company and not with an individual person associated with LogisticDocuments.com.
5. If the Client cancels an Agreement that has already been confirmed, the actual costs incurred up to that point (including time spent) shall be charged to the Client.
6. The Client's right of withdrawal is excluded, unless otherwise agreed.
7. If the Agreement is entered into by several Clients, each Client will be jointly and severally liable for the fulfilment of all obligations arising from the Agreement.
Article 5 - Duration of the Agreement
1. If and insofar as an Agreement has been concluded between the Client and LogisticDocuments.com, the term of this Agreement shall in any event be three and a half years, unless otherwise expressly agreed.
2. After the first three and a half years, the Agreement is tacitly renewed for one year unless either the Client or LogisticDocuments.com terminates the Agreement in writing with a notice period of three months before the end of the agreed upon period. LogisticDocuments.com must confirm this termination in writing.
3. The Agreement cannot be terminated prematurely. After the first three and a half years, the agreement can be terminated on an annual basis.
4. Both the Client and LogisticDocuments.com can dissolve the Agreement based on an attributable shortcoming in the fulfilment of the Agreement if the other party has been declared to be in default in writing and has been given a reasonable time to fulfil its obligations and attributably fails to do so. This also includes the Client's payment and cooperation obligations.
5. Dissolution of the Agreement shall not affect the payment obligations of the Client if LogisticDocuments.com had already performed work or delivered services at the time of dissolution.
6. In the event of premature termination of the Agreement, the Client shall owe LogisticDocuments.com the actual costs incurred until that moment based on the set (hourly) rate. The (time) registration of LogisticDocuments.com shall be leading.
7. Both the Client and LogisticDocuments.com can terminate all or part of the Agreement without further notice in writing with immediate effect if either party is granted a suspension of payments, bankruptcy is applied for or the company concerned ceases to exist due to liquidation or other than as a result of merger or reconstruction of the company. If a situation such as described above occurs, LogisticDocuments.com shall never be obliged to refund monies already received and/or to pay compensation.
8. All post-contractual obligations from these General Terms & Conditions and the Agreement that by their nature are intended to continue even after dissolution of the Agreement, shall continue to exist after dissolution. This concerns, in any case, the provisions on confidentiality, intellectual property rights, liability and the settlement of disputes and choice of law rule.
Article 6 - Execution of the Agreement
1. LogisticDocuments.com shall endeavour to execute the Agreement with the greatest possible care as would be expected from a good contractor. All Services are performed on the basis of a best efforts obligation, unless a result has been explicitly agreed upon in writing and described in detail.
2. The Agreement, on the basis of which LogisticDocuments.com executes the Services, is leading for the size and scope of the service provision. The Agreement shall only be executed for the benefit of the Client. Third parties cannot derive any rights from the content of the Services performed in relation to the Agreement.
3. When executing the Services, LogisticDocuments.com is not obliged or required to follow instructions given by the Client if this changes the content or scope of the agreed Services. If the instructions result in additional work for LogisticDocuments.com, the Client is obliged to pay the additional or supplementary costs accordingly.
4. LogisticDocuments.com is entitled at its own discretion to engage third parties to perform the Services.
5. If, based on a request or order from a public authority and/or a legal obligation, LogisticDocuments.com performs activities related to the Client's data, the related costs shall solely be borne by the Client.
6. In the event of modifications, LogisticDocuments.com can continue to provide the Service with the modified version of the Web Application. At no time is LogisticDocuments.com obliged or required to maintain, modify or add certain functionalities and/or specific properties.
7. The source code as well as the technical documentation of the Web Application is at all times excluded from the right of use or subject to transfer to the Client.
8. Both the Client and LogisticDocuments.com are entitled to make modifications to the scope and/or content of the purchased Service. The additional costs involved shall be borne by the Client. The Client shall be informed about this as soon as possible. If the Client does not agree, the Parties must enter into consultation with each other. The Client can only terminate the Agreement in writing by the date the modification comes into force, if the modifications are not related to modifications in relevant laws or regulations or if LogisticDocuments.com bears the costs of the modification.
9. LogisticDocuments.com is not obliged to provide the Client with a physical data carrier containing the software.
10. If LogisticDocuments.com, pursuant to the Agreement, also makes a backup of the Client's data, LogisticDocuments.com shall, in accordance with the Agreement, make a backup at fixed times and store it in accordance with the agreed time period. However, the Client is responsible for complying with its statutory retention and administration obligations if and to the extent they are applicable.
Article 7 - The Client's obligations
1. The Client is obliged to provide all information requested by LogisticDocuments.com as well as relevant attachments and related information and data in time and/or before commencement of the work and in the desired form in order to ensure a correct and efficient execution of the Agreement. Failing this, LogisticDocuments.com may not be able to fully execute and/or deliver the relevant documents. The consequences of such a situation are at all times at the expense and risk of the Client.
2. LogisticDocuments.com is not obliged to check the accuracy and/or completeness of the information provided to it or to update the Client regarding the information if it has changed over time, nor is LogisticDocuments.com responsible for the accuracy and completeness of the information compiled by LogisticDocuments.com for third parties and/or provided to third parties in the context of the Agreement.
3. LogisticDocuments.com may request additional information if this is necessary for the execution of the Agreement. If this is the case, LogisticDocuments.com is entitled to suspend its work until the information is received without being liable to pay any compensation to the Client. In the event of a change in circumstances, the Client must inform LogisticDocuments.com immediately, or no later than 5 working days after the change becomes known.
4. The Client is obliged to protect all technical safety devices and other features of the Web Application of LogisticDocuments.com and to respect the intellectual property rights vested in the Web Application.
5. The Client shall provide suitable equipment and an operating environment.
6. The Client is not a permitted to make their login details available to persons outside its company. The Client is liable for all actions that are carried out by persons using their log-in credentials.
7. The Client is not permitted to use the Web Application for purposes other than those that have been agreed. The Web Application may not be distributed unlawfully and/or placed on one's own or another's website.
8. The Client will forfeit an immediately payable penalty of € 25,000 to LogisticDocuments.com if the Client does not comply with the prohibitions in paragraphs 6 and 7 of this Article.
Article 8 - Commissioning/Delivery
1. LogisticDocuments.com shall, in the manner specified in the Agreement, deliver the Web Application or make it available online for delivery to the Client. Any agreed user documentation will be provided to Client in writing or digitally.
2. The Customer accepts the Web Application in the condition it is in at the time of delivery ('as is'), thus with all visible and invisible defects.
3. If the start, progress or commissioning/delivery of the Services is delayed because, for example, the Client did not provide all the requested information or did not do so in a timely manner, does not cooperate sufficiently, the advance payment was not received in time by LogisticDocuments.com or because of other circumstances, which are at the expense and risk of the Client, LogisticDocuments.com shall be entitled to a reasonable extension of the commissioning/delivery period. In no event shall the stated time periods be considered to be strict deadlines, nor shall LogisticDocuments.com be held liable for exceeding the agreed time period.
4. All damage and additional costs resulting from a delay due to a cause mentioned in paragraph 1 shall be at the expense and risk of the Client and shall be charged to the Client by LogisticDocuments.com.
5. If the Client needs to give its approval, LogisticDocuments.com is entitled to suspend the execution of the Agreement until the Client has given approval.
6. LogisticDocuments.com shall make every effort to provide the service within the agreed time period, insofar as this can reasonably be required of it. In the event of urgency, the Client is obliged to compensate LogisticDocuments.com for the additional costs involved.
7. LogisticDocuments.com will make every effort to provide the Service as much as possible in accordance with the Offer.
Article 9 - Transfer of risk
The risk of theft and loss, embezzlement or damage to data, documents, software, data files and/or items used, created or delivered as part of the execution of the Agreement shall pass to the Client at the time they are actually made available to the Client, or at the time the Web Application is first used.
Article 10 - Guarantees
1. LogisticDocuments.com will provide the Services in accordance with industry standards. If any guarantee is given, it is limited to what has been explicitly agreed upon in writing. During the guarantee period, LogisticDocuments.com guarantees the proper and customary quality of the commissioned/delivered Services.
2. The Client can only invoke the guarantee given by LogisticDocuments.com if the Client has fully complied with its payment obligations.
3. If the Client rightfully invokes the guarantee, LogisticDocuments.com is obliged to carry out repairs or replacement free of charge. If there is any additional damage, the applicable liability provisions of these General Terms & Conditions shall apply.
4. LogisticDocuments.com does not guarantee that the Web Application will function without any faults and/or interruptions. LogisticDocuments.com shall make every effort to correct any faults in the Web Application within a reasonable period of time. LogisticDocuments.com is entitled to postpone the repair until a new version of the Web Application is put into operation. Defects in a Web Application not developed by LogisticDocuments.com may, in consultation, be repaired at the expense and risk of the Client.
5. The Client accepts the Web Application "AS IS".
6. The Client must immediately report a defect in detail in writing to LogisticDocuments.com in such a way that LogisticDocuments.com is able to reproduce and repair the defects. The defect is considered reported once LogisticDocuments.com sends the Client a confirmation of receipt of the report.
7. Repair is also understood to mean providing temporary solutions. The guarantee never includes the recovery of corrupted or lost data. LogisticDocuments.com is not obliged to restore this data. If agreed, LogisticDocuments.com can, in all reasonableness, cooperate but is never responsible nor obliged to restore any corrupted and/or lost data. The Client must at all times take measures to prevent and limit malfunctions, defects, corruption and/or loss of data, whether or not based on information provided by LogisticDocuments.com.
8. LogisticDocuments.com is not responsible for faults and/or irregularities in the functionality of the Web Application and is not liable for the unavailability of the Web Application for whatever reason.
9. LogisticDocuments.com does not guarantee that the Web Application developed by it will work with all types or new versions of web browsers and any other Software and/or equipment/hardware.
10. LogisticDocuments.com's liability for (the functioning of) third party plug-ins is excluded. LogisticDocuments.com is not liable for any damage resulting from or related to modifications or work done in or on the Web Application of LogisticDocuments.com without the express consent of LogisticDocuments.com.
11. LogisticDocuments.com does not guarantee that the Web Application to be provided as part of the SaaS service will be updated in accordance with the changes in relevant laws and regulations but will endeavour to do so as soon as possible.
Article 11 - Use and maintenance of the Web Application
1. LogisticDocuments.com will provide the Client with the agreed Web Application on the basis of a user license for the duration of the Agreement. The right to use the Web Application is non-exclusive, non-transferable, non-assignable, non-sublicensable and limited to these General Terms & Conditions.
2. The use of the Web Application by the Client may be subject to further restrictions and may be amended by LogisticDocuments.com.
3. LogisticDocuments.com is at all times entitled to take measures against illegal use and/or unauthorised use of the Web Application by the Client. The Client shall refrain from acting in such a way that the aforementioned measures are undone or rendered ineffective.
4. The Client may only use the Web Application in and for the benefit of its own company and only for the intended use.
5. The Client is never permitted to sell, rent, dispose of, grant limited rights to or make the Web Application available to a third party, unless this has been explicitly agreed upon in writing. Nor is the Client permitted to provide a third party with access to the Web Application, or to place the Web Application with a third party for hosting purposes, regardless of whether this third party uses the Web Application solely for the benefit of the Client.
6. The Client is never entitled to modify all or part of the Web Application without the prior written consent of LogisticDocuments.com. LogisticDocuments.com is never obliged to give the aforementioned consent and is entitled to attach conditions to the granting of its consent.
7. Upon request, the Client shall fully cooperate with an investigation by LogisticDocuments.com into the compliance of the agreed rights, obligations and restrictions of use.
8. If agreed, LogisticDocuments.com will perform maintenance on the Web Application. The scope of the maintenance obligation extends to what has been explicitly agreed by Parties. Even if not explicitly agreed, LogisticDocuments.com may perform maintenance work or interrupt the execution of its Services if it deems this necessary in order to perform maintenance. Performing maintenance may also cause interruptions in the execution of the Services, which does not justify a right to compensation on the part of the Client.
9. The Client is obliged to report any defects, faults or other malfunctions in the Web Application in writing to LogisticDocuments.com, after which LogisticDocuments.com, in accordance with its usual procedures, shall correct the errors to the best of its abilities and/or make improvements. If desired, LogisticDocuments.com is entitled to first apply temporary solutions, after which a structural solution can be designed and implemented in consultation with the Client.
10. The Client shall be obliged to provide LogisticDocuments.com with its cooperation upon first request.
11. Despite the agreed maintenance obligations of LogisticDocuments.com, the Client has an independent responsibility for the management and use of the Web Application.
12. For the purpose of maintenance, LogisticDocuments.com is authorised to, amongst others, check (data) files for computer attacks, computer viruses and unsafe and/or illegal actions, as well as to perform other actions necessary for the maintenance. The Client is also responsible for the instruction to and the use of the Web Application by third parties engaged by the Client.
13. In principle, the maintenance includes the following Services: (i) corrective, (ii) preventive and (iii) adaptive maintenance. In the event of corrective, preventive and/or adaptive maintenance, LogisticDocuments.com is entitled to put the SaaS Service entirely or partially (temporarily) out of commission. The Client is not entitled to any compensation during this period of disruption. LogisticDocuments.com will ensure that the disruption occurs as much as possible outside office hours and for no longer than is necessary to perform the maintenance.
14. LogisticDocuments.com is entitled to make modifications to the technology of the data network or telecommunication network and other modifications to the services provided by LogisticDocuments.com. These modifications may affect the peripherals used by the Client for which LogisticDocuments.com shall not be liable to pay any compensation.
Article 12 - Availability of the Services
1. LogisticDocuments.com shall perform the necessary maintenance on the Web Application. To the best of its ability, LogisticDocuments.com shall endeavour to provide the Services and access to the Web Application to the Client without interruption.
2. LogisticDocuments.com shall try to inform the Client as much as possible about this maintenance but is not obliged to do so. LogisticDocuments.com shall never be liable to pay damages in connection with the maintenance and the non-availability of the Service.
3. LogisticDocuments.com is entitled to (temporarily) suspend the use of the Service by the Client if in its sole opinion the proper functioning of the Web Application is threatened. LogisticDocuments.com is further entitled to take measures it reasonably deems necessary to ensure the proper functioning of the Web Application.
4. In all other cases of unavailability of the Service including, but not limited to, malfunctions or force majeure, LogisticDocuments.com shall also make every effort to inform the Client as much as possible about the nature and duration of the disruption of the Services.
5. If the agreed service includes storage and/or passing on material provided by Client to third parties in the context of (web) hosting, the following shall apply. The Client must refrain from causing any damage or actions of which it could reasonably suspect that others or the servers of LogisticDocuments.com might be harmed.
6. The Client indemnifies LogisticDocuments.com for all damages resulting from the above situation. LogisticDocuments.com is not liable for any damage suffered by the Client as a result of the Client's actions. The Client is prohibited from reselling and/or renting out the service unless explicitly agreed otherwise.
7. In the event of extreme data traffic, LogisticDocuments.com is entitled, at its sole discretion, to temporarily take the Web Application offline. This includes DDoS attacks, brute force attacks, overloading of the server or if the Client causes a disturbance to the LogisticDocuments.com server in any other way.
8. In addition to the legal obligations, any damage caused by incompetence or failure to act in accordance with the above points will be at the expense and risk of the Client.
Article 13 - Additional work and modifications
1. If, during the execution of the Agreement, it becomes apparent that the Agreement needs to be amended, or if, at the request of the Client, additional work is required in order to achieve the Client's desired result, the Client will be obliged to pay for this additional work according to the agreed rate. LogisticDocuments.com is not obliged to comply with this request and may require the Client to enter into a separate Agreement for this purpose.
2. The Client may make modifications (or have modifications made) to the scope and/or content of the SaaS-service. The additional costs associated with this shall be borne by the Client. The Client shall be informed about this as soon as possible. If the Client does not agree, the Parties must enter into consultation with each other. The Client can only terminate the Agreement in writing by the date the modification comes into force, if the modifications are not related to modifications in relevant laws or regulations or if LogisticDocuments.com bears the costs of the modification.
Article 14 - Prices and payment
1. All prices are exclusive of VAT and stated in euros, unless agreed otherwise.
2. LogisticDocuments.com shall provide its services in accordance with the agreed rate. The rate may depend on the availability of third party services.
3. The Client shall pay the agreed amount annually and shall also pay an implementation fee at the beginning of the first year of the contract.
4. The Client must pay the number of users per month, and the number of container used for Track & Trace.
5. The Client is obliged to pay the costs of third parties who are used by LogisticDocuments.com after approval from the Client, unless explicitly agreed otherwise.
6. The Parties may agree that the Client shall pay an advance payment. If an advance payment is agreed upon, the Client shall pay the advance payment in full before the execution of the services shall commence.
7. The Client cannot derive any rights or expectations from an estimate issued in advance, unless the Parties have explicitly agreed otherwise.
8. LogisticDocuments.com is entitled to increase the applicable prices and rates annually in accordance with the applicable inflation rates. Other price changes during the Agreement are only possible if and insofar as they have been explicitly agreed upon in the Agreement.
9. The Client must pay these costs at once, without set-off or deferral, within the specified payment term of no later than 14 days as stated on the invoice, to the account number and details provided by LogisticDocuments.com.
10. In the event of liquidation, insolvency, bankruptcy, involuntary liquidation or application for payment against Client, the payment and all other obligations of the Client under the Agreement will become immediately due and payable.
Article 15 - Collection policy
1. All payment terms set by LogisticDocuments.com are strict deadlines. If the Client fails to meet its payment obligation and has not met its obligation within the set payment term, the Client shall be legally in default.
2. From the date that the Client is in default, LogisticDocuments.com shall, without further notice, claim the statutory (commercial) interest from the first day of default until full payment and compensation for extrajudicial costs in accordance with section 6:96 of the Dutch Civil Code calculated according to the graduated scale in the Decree on compensation for extrajudicial collection costs of 1 July 2012.
3. If LogisticDocuments.com has incurred more or higher costs which are reasonably necessary, these costs will also be considered for compensation. The judicial and execution costs incurred shall also be borne by the Client.
Article 16 - Privacy, data processing and security
1. LogisticDocuments.com shall treat the (personal) data of the Client and Clients of the website with care and shall only use it in accordance with the privacy statement. If requested, LogisticDocuments.com shall inform the data subject about this.
2. The Client is solely responsible for the processing of data that is processed using a Service of LogisticDocuments.com. The Client shall also guarantee that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies LogisticDocuments.com against any (legal) claims related to this data or the execution of the Agreement.
3. If, based on the Agreement, LogisticDocuments.com has to provide security for information, this security shall meet the agreed specifications and a security level that is not unreasonable given the state of the art, the sensitivity of the data and the costs involved.
4. Parties must act in conformity with the General Data Protection Regulation and comply with the obligations arising therefrom, as well as with other applicable laws and regulations. The Parties shall enter into a processing agreement for this purpose.
5. The Client has obligations towards third parties under the General Data Protection Regulation. These include, but are not limited to, the obligation to provide information, to allow inspection, to correct and remove personal data of those involved. The Client is solely and fully responsible for the proper fulfilment of these obligations. LogisticDocuments.com is, with regard to this personal data, the "Processor" in the sense of the General Data Protection Act. LogisticDocuments.com will provide support as much as technically possible.
Article 17 - Suspension
1. LogisticDocuments.com is entitled to retain the data, data files, software and more received or created by it if the Client has not yet (fully) fulfilled its payment obligations, even if it would have been obliged to do so.
2. LogisticDocuments.com is authorised to suspend fulfilment of its obligations as soon as the Client is in default of any obligation arising from the Agreement, including late payment of its invoices. The suspension shall be immediately confirmed to the Client in writing. In this case, LogisticDocuments.com shall not be liable for any damage, in whatever form, resulting from the suspension of its activities.
Article 18 - Force majeure
1. LogisticDocuments.com shall not be liable if it cannot fulfil its obligations under the Agreement due to an event of force majeure.
2. Force majeure for LogisticDocuments.com includes, but is not limited to: (i) force majeure of suppliers of LogisticDocuments.com, (ii) failure of suppliers to properly fulfil their obligations that the Client has prescribed or recommended to LogisticDocuments.com, (iii) defectiveness of goods, equipment, software or materials of third parties, (iv) government measures, (v) power failure, (vi) failure of internet, data network and telecommunications facilities (e.g. due to: cybercrime, hacking and DDoS attacks), (vii) natural disasters, (viii) war and terrorist attacks, (ix) general transport problems and (x) other situations which, in the opinion of LogisticDocuments.com, are beyond its influence and temporarily or permanently prevent performance of its obligations.
3. If a situation of force majeure lasts longer than two months, the Agreement may be dissolved in writing by either Party. If any performance has already been carried out pursuant to the Agreement, settlement shall in such case be made on a pro rata basis without any obligation of either party towards the other.
4. If LogisticDocuments.com has already partially fulfilled its obligations when the force majeure occurs, or can only partially fulfil its obligations, it is entitled to separately invoice the part already supplied or to be supplied and the Client is obliged to pay this invoice. However, this does not apply if the part already delivered or deliverable has no independent value.
Article 19 - Limitation of liability
1. In the event of an attributable shortcoming by LogisticDocuments.com, LogisticDocuments.com shall only be liable to pay damages if the Client has, within 14 days of discovering the shortcoming, notified LogisticDocuments.com of its default and LogisticDocuments.com has subsequently failed to remedy this shortcoming within the reasonable period of time stated in the notice of default. The notice of default must be in writing and contain such a detailed description of the shortcoming or defect that LogisticDocuments.com is able to respond adequately.
2. If the provision of Services by LogisticDocuments.com leads to liability on the part of LogisticDocuments.com, such liability shall be limited to the costs charged in relation to the SaaS-Service (but at most for a period of 12 months prior to the notice of default) in respect of direct damage. Direct damage is understood to mean: reasonable costs incurred to limit or prevent direct damage, to determine the cause of the damage, the direct damage, the liability and the manner of recovery as well as the costs of emergency provisions.
3. LogisticDocuments.com shall not be liable for consequential damage, indirect damage, trading loss, loss of profits and/or losses suffered, missed savings, damage due to business interruption and damage resulting from the use of the Services provided by LogisticDocuments.com, damage due to loss of data, damage due to exceeding delivery deadlines, losses due to delays and loss of interest.
4. LogisticDocuments.com is not liable for damages resulting from any actions or omissions as a result of (incomplete and /or incorrect) information on the website or linked websites.
5. LogisticDocuments.com is not responsible for errors and/or irregularities in the functionality of the Web Application, malfunctions or unavailability of the Web Application for whatever reason.
6. LogisticDocuments.com's liability for (the functioning of) third party plug-ins is excluded.
7. The Client is responsible for the proper security of its own computer, password protection and more. In no event shall LogisticDocuments.com be liable.
8. LogisticDocuments.com does not guarantee the correct and complete transmission of the content of and email sent by/on behalf of LogisticDocuments.com nor the timely receipt thereof.
9. The Client is responsible for the accuracy and completeness of the information provided by it.
10. All claims of the Client due to shortcomings on the part of LogisticDocuments.com shall lapse if they are not reported in writing to LogisticDocuments.com. Each claim for compensation against LogisticDocuments.com must always be reported in writing, but at the latest within one year after the Client was aware or could reasonably have been aware of the facts on which its claims are based. LogisticDocuments.com's liability shall in any event end one year after the termination of the Agreement between the Parties.
Article 20 - Confidentiality
1. LogisticDocuments.com and Client are obliged to keep all (confidential) information obtained in the context of an Agreement confidential. Confidentiality arises from the Agreement or can reasonably be expected to arise from confidential information. Parties will observe strict confidentiality with regard to all information they obtain about each other and from each other. All information and data carriers of the other Party will not be made available to third parties and must remain strictly confidential, unless the other Party has given its express prior written consent to do so.
2. The Client is obliged to keep all Website and other materials provided by LogisticDocuments.com confidential and not to disclose them to any third party or allow them to be used unless LogisticDocuments.com has given its express consent.
3. If LogisticDocuments.com, based on a legal provision or a judicial decision, is required to provide or communicate confidential information to a third party appointed by the law or a competent judge, and LogisticDocuments.com cannot claim privilege, LogisticDocuments.com shall not be obliged to pay any compensation and the Client shall not be entitled to dissolution of the Agreement.
4. LogisticDocuments.com and the Client also impose the duty of confidentiality on any third party that they engage.
Article 21 - Intellectual Property Rights
1. All intellectual property rights of LogisticDocuments.com, including but not limited to websites, data files, software, equipment and/or other materials including but not limited to designs, analyses, reports, documentation and offers and all preparatory materials thereof, are the exclusive property of LogisticDocuments.com, and/or third parties or suppliers if these rights already belonged to others than LogisticDocuments.com.
2. The Client is prohibited from disclosing and/or reproducing, modifying or making available to third parties any documents and software that are subject to IP rights and copyrights of LogisticDocuments.com without the prior written consent of LogisticDocuments.com and an agreed financial compensation. If the Client wishes to make any modifications to goods supplied by LogisticDocuments.com, LogisticDocuments.com must explicitly agree to the proposed modifications.
3. The Client is prohibited from using products that are subject to the intellectual property rights of LogisticDocuments.com other than as agreed in the Agreement. The Client will only receive a non-exclusive non-transferable right to use the Website, unless explicitly agreed otherwise.
4. The Client is furthermore not allowed to modify or remove any indication regarding the confidential nature, copyrights, trade names, brands, or any other intellectual property right from the Website, Documentation and/or other materials.
5. The Parties shall inform each other and act together against any infringement of the IP rights of LogisticDocuments.com.
6. The Client shall indemnify LogisticDocuments.com against third party claims regarding (possible) infringements and/or claims of third parties regarding what has been provided to the Client within the scope of the Agreement. The Client shall immediately inform LogisticDocuments.com about these infringements and/or claims.
7. Each infringement by the Client on the IP rights (and copyrights) of LogisticDocuments.com shall be punished with a one time penalty of € 10,000 euros (in words: ten thousand euros) and a penalty of € 500 euros (in words: five hundred euros) for each day that the said infringement continues.
Article 22 - Indemnification and accuracy of information
1. The Client is responsible for the accuracy, reliability and completeness of all data, information, documents and/or records it provides to LogisticDocuments.com in the context of the Agreement. Even if this information originates from third parties, the Client is responsible for this.
2. The Client indemnifies LogisticDocuments.com against any liability resulting from failure to meet the obligations set out in the previous paragraph or to do so in a timely manner.
3. The Client indemnifies LogisticDocuments.com against third party claims regarding intellectual property rights on data and information provided by the Client, which can be used in the execution of the Agreement as well as regarding the content of advice and reports prepared by LogisticDocuments.com.
4. If the Client provides electronic files, Website or data carriers to LogisticDocuments.com, the Client guarantees that these are free of viruses and defects.
Article 23 - Complaints
1. If the Client is not satisfied with the service or products of LogisticDocuments.com or otherwise has complaints about the execution of the Agreement, the Client is obliged to report these complaints as soon as possible, but no later than 14 days after the relevant reason that led to the complaint. Complaints can be reported verbally or in writing via email@example.com with the subject "Complaint".
2. The complaint must be sufficiently substantiated and/or explained by the Client in order for LogisticDocuments.com to handle the complaint.
3. LogisticDocuments.com shall respond to the complaint as soon as possible, but no later than 14 days after receipt of the complaint.
4. The Parties shall endeavour to find a solution together.
Article 24 - Applicable law
1. Dutch law applies to the legal relationship between LogisticDocuments.com and the Client.
2. LogisticDocuments.com can modify these General Terms & Conditions on a unilateral basis. The most current version of the General Terms & Conditions can be found on the website (LogisticDocuments.com)
3. All disputes arising out of or in connection with the Agreement between LogisticDocuments.com and the Client shall be decided by the competent court of Rotterdam (location Rotterdam), unless mandatory law provisions indicate another competent court.
Barendrecht, 7 December 2020.