1.1.

‍These terms and conditions apply to every offer and agreement (Agreement) between you and us.

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1.2.

We shall send you these general terms and conditions at your request, free of charge. You can also find them on our website www.beezzz.app.

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1.3.

The invalidity or unenforceability of any provision of these terms and conditions or the Agreement shall not affect the validity or enforceability of any other provision of these terms and conditions or the Agreement. Any such invalid or unenforceable provision shall be replaced by a provision that is considered to be valid and enforceable and which interpretation shall be as close as possible to the intent of the invalid provision.

2.1.

All our proposals and offers are non-binding, unless expressly agreed otherwise. An offer or proposal only applies to the assignment specified therein (and not to possible future assignments).

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2.2.

When you provide us with certain information, we may assume that the provided information is correct and we will base the proposal on that information.

3.1.

All prices (as among others are mentioned in an offer and the Agreement) do not include possible expenses or any taxes or levies imposed by relevant authorities.

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3.2.

We have the right to adjust our prices at any given time. The new price will then be applicable 3 months after its announcement

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3.3.

In case you do not agree with the change of price in question, you have the right to cancel the agreement within 14 days after the announcement. The agreement will then terminate on the day the new prices become applicable.

4.1.

We will send you an invoice annually. You always have to pay the invoice within 30 days after the invoice date.

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4.2.

If a payment is due, and you have failed to meet this payment obligation, you will automatically be in default. A default notice is not required. In that case, you owe us the statutory (commercial) interest over the amount due. The interest is calculated from the moment that the payment becomes due, until the moment that the amount has been paid in full.

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4.3.

In case of default, you additionally owe us all extrajudicial costs. In case of an invoice up to €267 these costs will be €40. In case of a higher invoice amount, the maximum collection fees are as follows:

• 15% over the first €2,500
• 10% over the part that remains thereafter, up to €5,000
• 5% over the part that remains thereafter, up to €10,000
• 1% over the part that remains thereafter, up to €200,000
• 0.5% over the remaining part, whereby the total collection fees are maximised to €26,775

5.1.

You and the sub-users as agreed in the Agreement (the Sub-Users), will receive a personal account and password you can use to get access to the Software.

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5.2.

You can only create an account for yourself and for the Sub-Users. You are not allowed to give others access to (a backup of) the Software.

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5.3.

You shall keep your account details and password confidential and you will make sure the Sub-Users also keep their account details and password confidential. You are responsible for all activities after there has been logged in with the account details and passwords. You are not responsible for these activities if you have reported to us that a personal account has been compromised.

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5.4.

We have the right to block accounts. We only do this in case we have reasonable belief that one or more accounts are used in a manner that is against the law or contrary to a provision of this Agreement. Furthermore, we have the right to take any other measures we deem adequate, taking into account the circumstances at hand.

6.1.

We shall ensure that the Software will be kept available for use for the entire duration of this Agreement. We shall do our best to keep the Software up and running 24 hours a day, 7 days a week. We are responsible for the availability and maintenance of the Software.

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6.2.

During maintenance, the Software can be unavailable. Maintenance will, in principle, never take place during office hours (09:00–17:00). We will notify you of such maintenance at least 14 days before the planned maintenance. Only in case of emergencies, we will not send you a notification.

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6.3.

We maintain the right to change the Software. This includes, but is not limited to, changing, removing or adding certain features or functionalities of the Software.

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6.4.

We do not guarantee that our Software is completely free of error. Please inform us immediately of any errors, bugs or malfunctioning of the Software. You can reach out to us by calling 085 808 5285 or sending an email to support@beezzz.app. We will then do our utmost to resolve your problem as soon as possible.

7.1.

We offer training (Training) to you and the Sub-User in order to get familiar with the Software.

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7.2.

If you wish to cancel a scheduled Training, you must do so in writing at least 5 days before the start of the Training.

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7.3.

For cancellations after the above-mentioned deadline, we may charge the costs as agreed in the Agreement.

8.

We have the right to employ third parties to partially perform our duties, if we are of the opinion that this is necessary for the due exercise of the SaaS Agreement.

Articles 7:404 (performance by a specific person), 7:407(2) (joint liability), and 7:409 (death of a specific person) of the Dutch Civil Code are not applicable.

9.

We are not liable for any damages in case of force majeure. If the force majeure takes place for a period that exceeds 2 months, the Agreement can be terminated in writing. In that case, parties have no right to recover damages. We will then send you an invoice regarding the period (that has not been paid yet) in which you have used our Software

10.1.

We (or our licensor or suppliers) are the exclusive owners of all existing and future intellectual property, such as copyrights, trademarks, design rights, patents, source codes and know-how, which rest on our Software or are the fruits of the use of our Software.

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10.2.

As a user, you only gain the right to use our Software. You cannot claim any of the in subsection 1 mentioned intellectual property. This is not an exclusive right, which means that we can grant others similar rights of use. Furthermore, it is expressly forbidden to transfer or license this right to any third party.

11.

We are obliged not to disclose any of your confidential information to third parties unless it is required by a statutory or professional obligation.

‘Confidential information’ includes all information which you have designated as confidential or which by its nature can be classified as confidential.

The following information shall in any case be regarded as confidential:

• All information related to research, development, trade secrets or information related to company matters.
• Personal data as intended in the General Data Protection Regulation (GDPR).

12.1.

You indemnify us for all claims by third parties relating to the data that you have collected, saved or processed by means of our Software. We are not liable for the content of the data that you have collected, saved or processed within the framework of our Software.

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12.2.

We are not liable for any damage which is caused by inadequate use of our Software.

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12.3.

We are only liable for direct damages that are unequivocally caused by a shortcoming from our side.

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12.4.

Our liability is limited to a maximum sum of the annual invoice value or the maximum amount paid out by our insurance.

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12.5.

We undertake the responsibility to ensure that your data will be stored safely. We are not liable for the damage or loss of any data, for the storage of which we have employed third parties.

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12.6.

The limitations set out in this article do not apply if damage is the result of an intentional act or gross negligence from our side.

13.

Dutch law applies.

14.

The court of Rotterdam has exclusive jurisdiction.