General conditions of YuAre

Article 1 Definitions
1.1 In these general conditions the following definitions apply:
Client: the natural person, corporate body or company to whom a proposal or tender is offered, or with whom an agreement is made regarding ASP services.
General Conditions: these General Conditions.
Applications: the range of applications shown on the website of the Supplier.
ASP: Application Service Providing.
Service: the entire ASP services.
Supplier: YuAre B.V., filed at the Chamber of Commerce under number 11060670.
Proposal: a written document drawn up by the Supplier containing a reference to these General Conditions. A Proposal will describe the specific product for which the Client wishes to call on the Supplier, as well as the specific stipulations that apply to the Service.

Article 2 Applicability, offer and acceptance
2.1. The stipulations contained in the General Conditions and the stipulations contained in the Privacy Regulation of the Supplier which is attached to these General Conditions and which forms part of these General Conditions apply to every offer, order or contract made by or with the Supplier.

2.2. The general conditions of the Client and/or possible third parties are not binding and do not apply.

2.3. Deviations from these General Conditions are only valid if they have been expressly agreed with the Supplier in writing.

2.4. In these General Conditions, "in writing" also means the electronic variant, including - but not exclusively-  e-mail messages.

2.5 The nullity or annulment of one or more of the stipulations contained in these General Conditions does not invalidate the applicability of the remaining stipulations of these General Conditions. The parties will consult with each other in order to replace the null and void or annulled stipulations by stipulations which correspond with the aim and purport of the null and void/annulled stipulation.


Article 3 Commencement, duration of the contract
3.1 An offer made by the Supplier is not binding and can be rescinded, retracted or altered up to and including the third day after the Supplier has taken cognisance of the acceptance of his offer.

3.2 An offer made by the Supplier is valid for 3 days after the date of sending, unless a different duration of validity is stated in the offer, or the duration of validity has been extended by the Supplier in writing prior to its expiry.

3.3 A contract is concluded between the Supplier and the Client when the Supplier acknowledges receipt of the contract form which has been completely filled in and electronically dispatched by the Client. This contract form can be found on the Supplier's website. In that form, the Supplier's offer is accepted by the Client. The Client will receive electronic confirmation that his order has been received within 24 hours. This is deemed to have been received by the client as soon as it has reached the server containing the Client's mailbox. If, and inasmuch as an acceptance by the Client deviates from the Supplier's proposal, the proposal will determine the content of the agreement.

3.4 Unless otherwise stipulated, a contract is concluded on the day that the confirmation of receipt mentioned in the paragraph above has been received by the Client.

3.5 The Client is obliged to fill in the contract form completely and correctly. Incomplete and/or incorrect data are entirely at the Client's expense and risk.

3.6 The contract is entered into for the period shown on the contract form sent by the Client and is included in the confirmation of receipt.

Article 4 Delivery times
4.1. The Supplier will do his utmost to observe the delivery time stated on the website, but is not liable for damages as a result of the delivery time being exceeded for whatever reason.

4.2. The delivery time mentioned in the previous clause begins from the time the Client receives the confirmation of receipt. If the Supplier's Service cannot start or is delayed due to the Client's personnel, data, equipment, programs or other resources not being available or any other cause that can be reasonably said to be within the power of the Client, the Supplier reserves the right to increase the duration of the service accordingly and/or to charge the tariffs as specified in the Proposal concerned to the Client, as well as the costs resulting from the Supplier not being able to commence the Service and/or continue it.


Article 5 Use
5.1. Without prejudice to what is stated in Article 12 (Intellectual Property), the Client has the non-exclusive right (licence) by virtue of the contract to use the available Applications for the duration and in observance of the contract on the processing units and for the connections for which the right of use has been given. The Client's right of use includes - without prejudice to the other stipulations of these general conditions - the exclusive right to load and use the Applications.

Article 6 Fair use policy
The Client is obliged to act in accordance with the following aspects of the Fair use policy:
i) he will not provide third parties with his login name;
ii) he will not use the Applications provided by the Supplier to disseminate Spam;
iii) he will ensure that his password(s) are kept secret;
iv) and will in general ensure that he does not deliberately cause the Applications provided by the Supplier to crash.

This article further stipulates that the Client is responsible for third parties and must therefore ensure that the third parties also respect the above aspects of the Fair use policy. Should damage occur because the Client has not observed the above aspects of the Fair use policy, or because third parties have not respected the above aspects of the Fair use policy, the Client cannot hold the Supplier responsible for the damage suffered, however the Client is liable for any damage the Supplier has suffered as a result.


Article 7 Price and payment
7.1. All prices issued by the Supplier exclude sales tax and other levies imposed by the government. Invoices will be sent by digital invoice to the Client a month in advance, which the Client agrees to herewith. The Supplier is entitled to invoice any partial Service.

7.2. The Supplier is entitled to adjust contracts, prices and tariffs based on the average change in the cost price of the services to be performed by him. The adjustment(s) to the agreed prices and tariffs come into force at the beginning of the first month after the Client has been informed of the adjustment in writing. If the Client objects, the Client can dissolve that part of the contract which is concerned with the part of the Applications to be calculated from the revision date, without being bound to any compensation (for damages).

7.3. Payment is by means of monthly direct debit prior to the beginning of the next one-month period of service. If payment is not received on time because the amount owed cannot be collected on the due date or because it has been blocked, the Client is in default without further notice, and the Supplier can dissolve the contract out of court with immediate effect without prejudice to the Supplier's right to claim damages. If no monthly direct debit payment has been agreed, payment of all invoices, remunerations and costs must be made within 14 (fourteen) days after the date of the invoice. Payment by instalments must be agreed to in writing.

7.4. The Client is not entitled to postpone payments to the Supplier and/or to offset them against the Supplier's (payment) obligations to the Client. The Client is not entitled to dissolve the contract with the Supplier if the Supplier is in default.

7.5. If the Client does not meet his payment commitments towards the Supplier in full or within the payment period concerned, the Supplier is entitled to suspend and/or terminate all his commitments towards the Client.

7.6. If the Client defaults, the Client will owe interest on the amount owed which is equal to the legal interest plus 2% per annum, without prejudice to the Supplier's entitlement to compensation according to the law. The Client will also owe collection costs which amount to 15% of the amount owed by the Client, with a minimum cost of € 250.00 (two hundred and fifty Euros).

7.7. If the Supplier has incurred reasonable costs that exceed the collection costs mentioned in the previous clause, the Client is also obliged to compensate the Supplier for these costs.

7.8 If YuAre finds it necessary, before or during the execution of the contract, YuAre may ask the Client to provide further satisfactory security, in default of which YuAre can suspend the execution of operations. In such a case, YuAre also reserves the right to claim back all products, materials and/or goods delivered to the Client by YuAre under the contract.


Article 8 Reservation of rights
The Supplier always grants or assigns rights of use to the Client under the suspensory condition that the moneys owed to the Supplier are paid in full.


Article 9 Cancellation/suspension/termination of the contract
9.1. The Client can cancel the contract on a monthly basis.

9.2. The Supplier has the right to terminate the contract unilaterally, wholly or in part, with immediate effect and/or to suspend the execution of the commitments arising from the contract wholly or in part with immediate effect if:
a) The client has accountably fallen short in fulfilling one or more of the commitments arising from the contract and is therefore in default;
b) If the Client has requested the granting of a - provisional - moratorium or if a request to be considered for a re-financing of debts in accordance with the Insolvency of Natural Persons Act has been submitted;
c) A request to declare the Client bankrupt has been submitted;
d) The compulsory seizure of the Client's assets has been ordered;
e) A decision has been made to dissolve and/or liquidate the Client;
f) The Client has died or is under guardianship;
g) One or more of the Client's shares were transferred to people other than the shareholder(s) when the contract was drawn up;
h) The business operated by the Client has been wholly or partially transferred to one or more others.

9.3. The Supplier will not owe the Client any compensation in the case of termination of the contract and the suspension of commitments arising from the contract for any of the reason(s) as defined above.

9.4. If the contract has been dissolved, the services already received by the Client in execution of the contract and the related payment commitments of the Client do not fall under a reversal obligation unless the Supplier has defaulted on the services.


Article 10 Guarantee, Guarantee Limitation and Limitation of Liability
10.1 The Supplier guarantees that the Service provided within the framework of the contract which is based on these General Conditions is of a professional quality that conforms with the standards and practices as they apply to the software industry in general. The Supplier's guarantees are described in detail in these General Conditions and in the contract which is based on these General Conditions. Other guarantees, however explicit, are excluded.

10.2 The Supplier only warrants the guaranteed quality as described in clause 1 of this Article if the Supplier's products and services are used by the Client or those supplied by the Client for the purpose and in the customary manner described by the Supplier. Furthermore, the Supplier does not guarantee more than is guaranteed to him by his supplier.

10.3 The Supplier is in no way whatsoever responsible for misunderstandings, delays or unclear orders and messages by the Client as a result of the use of the Internet or any other (electronic) method of communication between the Client and the Supplier. This explicitly includes misunderstandings due to the Client changing the password, or a person changing the password who states that he/she is doing so on behalf of the Client. Possible errors or failures in application data or prices are subject to reservation and cannot be held against the Supplier.

10.4 The Supplier is in no way responsible for any damage, loss or loss of earnings suffered by the Client as a result of any shortcomings of the Supplier, his subordinates, or third parties used by him, unless there is evidence of intent and/or gross negligence. The Supplier is not responsible for the violation of patents, licences or other rights of third parties by the use of data which have been provided by the Client to the Supplier.

10.5 At all times, the Supplier's liability will be limited to, at most, the amount that the Client owes for services provided by the Supplier, or for which the Supplier is insured. In such a case, the Supplier will not be responsible to the Client for any immaterial or indirect damage such as consequential damage, damage to business or damage due to loss of time and/or data and/or due to missing a financial advantage.

10.6 The Client will indemnify the Supplier against claims by third parties - employees and (other) assistants included - that result from and/or are connected with the services provided by the Supplier by virtue of the contract.

10.7 The right to compensation is conditional on the Client duly informing the Supplier without delay in writing immediately after the damage has occurred.


Article 11 Force majeure
11.1. The Supplier is not obliged to fulfil any commitment towards the Client and reserves the option to terminate the contract if he is prevented from doing so due to circumstances that are not his fault, or for which he cannot be held accountable by law or by generally accepted opinion.

11.2. The circumstances as meant in Article 11.1 are, amongst others (but not limited to), the failure of the (host) server of the Supplier's website, Internet traffic breakdowns, interference caused by the Supplier's website being spammed, a technical failure, a power supply failure, a breakdown in the Supplier's computer network, a strike, as well as non-delivery (late delivery) by suppliers and/or third parties or the Client.

11.3. If the Supplier cannot temporarily or permanently carry out the contract due to force majeure, the Client cannot hold the Supplier responsible for the execution of the contract, dissolution of the contract and/or compensation.

Article 12 Confidential information
The Client guarantees that all confidential information received from the Supplier before and after the contract has been completed will remain confidential. In any event, information will be regarded as being confidential if the Supplier describes it as such.


Article 13 Intellectual property rights
13.1. All intellectual property rights applying to and/or in connection with the applications made available by the contract rest entirely with the Supplier or his licensors. The rights granted by the Supplier regarding these Applications only include the non-exclusive rights (licenses) explicitly granted to the Client in the contract.

13.2. In particular, the Client is not permitted to publish the Applications and/or to duplicate and/or otherwise to trade in these Applications as author and/or rightful claimant.

13.3. Rights granted to the Client cannot be transferred and expire immediately if the use of the Applications developed and/or made available by the Supplier contravene the Supplier's and/or his licensor's intellectual property rights, the stipulations of the contract, these General Conditions and/or relevant legal stipulations.

13.4. The Applications made available by virtue of the contract are held to contain exclusively confidential information of the Supplier or his licensors, to which Article 12 (confidential information) applies.

13.5. The Client is not permitted to remove or change indications regarding intellectual property or the confidential nature of information of or from the Applications.

13.6. The Supplier is authorised to take technical measures to protect the Applications, and the Client is not permitted to remove or evade such protection.

13.7. The provision of a service does not transfer copyright within the meaning of the Copyright Act of 1912 and/or the transfer of any databank rights within the meaning of the Databanks Act.

13.8. On the other hand, the Client receives individual, limited and non-exclusive rights of use with regard to the agreed applications.

13.9. The parties are to protect each other from any actions by third parties, because of the possible infringement of an intellectual property right. Should a third party institute such an action, the Supplier will change or exchange the Application supplied with a product of equal value.

13.10. The Supplier has the right, to the exclusion of all others, to determine the manner and content of such protection, to conduct possible settlement negotiations, and possibly conclude a settlement agreement. Where necessary or of importance, the Supplier will involve the Client.


Article 14 Telecommunication and data communication/Obligation to store data
14.1 If telecommunication and/or data communication facilities are used in connection with this contract, the facilities must comply with the specifications determined by the Supplier. The Supplier assigns access and identification codes for the use of telecommunication and data communication facilities which are confidential in nature, and which the Client may only reveal to authorised persons. The Client will immediately report the misuse of access and/or identification codes to a person authorised by the Supplier.

14.2. The supplier is not responsible for the (harmful) consequences of the use of telecommunication and data communication facilities which are not attributable to intent or a deliberate lack of responsibility.

14.3 Data stored by the Supplier as a result of the Service will be stored for as long as the Supplier is legally obliged to do so.


Article 15 Admissibility of electronic messages as evidence
15.1. All stipulations in these General Conditions also apply to electronic communication including - but not exclusively - e-mail messages.

15.2. As far as the appropriate laws permit, the registration of electronic messages which the parties to this contract have registered are admissible and can serve as evidence in the case of a dispute.

15.3 As the information contained in electronic messages is generally accessible, it is assumed that electronic messages do not contain confidential information.


Article 16 Technical execution
16.1. The Supplier is entitled to change his programs and work method at any time. If such changes compel the Client to adapt, the Supplier will inform the Client by means of a letter and/or e-mail regarding the changes to be carried out.

16.2. The Supplier will endeavour to provide the best possible services, but is not liable for damages resulting from changes carried out by the Client.

16.3. The Supplier is also entitled to change the Client's access codes and/or user names on the understanding that:
- this will only occur if it is necessary for maintaining the Supplier's service;
- the Client is informed by letter and/or e-mail of such changes and their reasons at least five days before they are carried out.

16.4. The Supplier is entitled to employ any technical measures that support and ensure that the Client observes the agreed specifications and/or fulfils other commitments.


Article 17 Security
17.1. The Client must observe secrecy regarding the access codes and user names sent to him. The Client must ensure that these are not and cannot be disclosed to third parties.

17.2. If the Client thinks that he can no longer trace the access codes and user names, or thinks that third parties may have possession of them, the Client will report this to the Supplier without delay.

17.3. The Supplier can then, pursuant to Article 16 (3), carry out changes on behalf of the Client. The Client is himself responsible for damage caused by the loss of the access codes and/or the user names if they come into the possession of third parties and create situations as described in Article 10 (3).

17.4. The Supplier will do his utmost to protect the technical infrastructure, in accordance with that which applies under the Telecommunication Act and the (future) Personal Data Protection Act. Regardless of his efforts, the Supplier cannot, in any case, be held liable for cases such as are described in Article 10.


Article 18 Acceptable use
18.1. The Supplier is entitled to suspend his service wholly or in part, or to terminate it, and to terminate the activities of the Client without being liable to compensate the Client for any damage suffered if activities are carried out that conflict with the laws and regulations, or if it is suspected that this is the case, without prejudice to the Supplier's right to recover the damage he has suffered from the Client. Amongst others, the following situations may apply:
1. Using, gaining or trying to gain access to data, computer systems, networks, databanks or software without the third party in question having given its explicit consent to the Client, as well as altering or erasing data, rendering the data of third parties useless, or adding data to the data of third parties;
2. The Client's (attempt to) examine or test the vulnerability of a computer system or network, or penetrate security without the rightful claimant's explicit permission;
3. The Client's publication on the Internet of documents or links to such documents, to which intellectual property or other rights are attached such as copyright or trade mark rights, without the author's explicit permission;
4. The Client's hindrance of another user's use of the Internet or Internet facilities, for instance by sending unsolicited or unwanted bulk e-mail messages (spam) or chain letters, sending mail bombs, causing an e-mail system to fill up or attempting to overload a system;
5. The design, creation, introduction or dissemination of computer viruses by the Client;
6. The (sexual) intimidation of other Internet users, the dissemination or provision of access or enabling access to pornography or ethically reprehensible material by the Client, which in any case includes, but not exclusively, material that injures the virtue of minors or is injurious to the right to privacy and/or human dignity, as well as material that is an expression of or encourages discrimination;
7. The use of the Supplier's Applications by the Client in such a way that the correct functioning of the Supplier's or third parties' computer systems is hindered, or that other users of the Applications are respectively hindered or obstructed.

18.2. The Client will indemnify the Supplier against claims by third parties - employees and (other) assistants included - that result from and/or are connected to the above-mentioned prohibited activities of the Client.


Article 19 Personal data
19.1. The Supplier processes data, including personal data, which have been provided by or on behalf of the Client, for the purpose of carrying out a closed contract and improving the service. The Supplier may at all times rely on (the accuracy of) the data provided on behalf of the Client by or on request of third parties, including the provision of altered passwords.

19.2. The processing of the Client's personal data will be carried out in accordance with the applicable legal stipulations and the Supplier's privacy statement.

19.3. Unless the Client indicates that he does not wish it, the data provided will be used to inform the Client of the Supplier's other services and special offers or new products of companies selected by the Supplier.


Article 20 Annulment
A Client not practising a profession can annul a closed contract that has been concluded at a distance, for instance via the Internet or e-mail, within seven days after having received the related material. In such a case, the Supplier will immediately discontinue the ASP service. The Supplier will then proceed to repaying the moneys already received. Contracts regarding services already used by the Client cannot be annulled.


Article 21 Modification of the General Conditions
21.1. The Supplier is entitled to modify these conditions. The Supplier will publish the modified conditions on his website at least one month before they come into force, and the Supplier will announce his intention to modify the conditions to the Client via e-mail. The parties are bound to the modified conditions from the day they come into force.

21.2. The Client is only entitled to terminate the contract from the day that the modified conditions come into force if the modified conditions result in a deterioration of the Client's position.


Article 22 Applicable laws and disputes
22.1. Dutch Law applies to the General Conditions and all contracts concluded with the Supplier. The applicability of the Vienna Sales Convention (CISG) is excluded. The Supplier's website and the offers and acceptances it contains are presumed to be carried out in the Netherlands.

22.2. The authorised judge of the Arnhem County Court is entitled to examine any dispute resulting from this contract.