This document contains the General Terms and Conditions of Let’s Book B.V. with its principal office located at Planciusstraat 28 H, 1013 MH in Amsterdam, Netherlands registered with Kamer van Koophandel in the Netherlands under registration no. 62995340 (hereinafter referred to as “Supplier”).

Article 1

Definitions

All capitalized definitions in these General Terms and Conditions, both plural and singular, are defined as indicated in this article

1.1 Account - a personal account that a Customer can use to log on into the Website in order to use the Services.

1.2 Agreement - any agreement between Supplier and Customer pursuant to Services are provided.

1.3 Customer - any natural or legal person acting in exercise of their profession or business that enters into an Agreement with Supplier, including anyone who uses the Services on Customer’s behalf. 

1.4 Customer Data - any data processed made available by Customer while making use of the Services. 

1.5 End User - The natural or legal person who uses the Service provided by Supplier for Customer.

1.6 GDPR - Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data.

1.7 General Terms and Conditions - the present terms in this document. 

1.8 Intellectual Property Rights - all intellectual property rights and related rights, including, but not limited to, copyright, database rights, domain names, trade name rights, trademark rights, design rights, neighbouring rights, patent rights as well as rights to know-how.

1.9 Materials - all websites, (web) applications, house styles, logos, folders, brochures, leaflets, lettering, advertisements, marketing and/or communication plans, concepts, images, texts, sketches, documentation, advice, reports and (other) products of the mind, as well as preparatory materials thereof and the data carriers on which these materials are stored.

1.10 Offer - a written offer from Supplier.

1.11 Office Hours - the time from 9:00 to 17:00 (Dutch time) on working days (Monday through Friday), with the exception of official Dutch holidays and on days on which Supplier has indicated in advance that it will be closed.

1.12 Parties - Supplier and Customer jointly.

1.13 Services - any services provided by Supplier to Customer pursuant to an Agreement.

1.14 Service Plan - the service plan under which Services will be provided under the Agreement. Depending on the agreed service plan, different features of the Service will be made available to Customer and different pricing may apply.

1.15 Website - Supplier’s website, accessible via the domain letsbook.app and its associated subdomains.

Article 2

Applicability and interpretation 

2.1 These General Terms and Conditions apply to all offers from Supplier and the performance of the Agreement by or in the name of Supplier and the performance of (future) Agreement.

2.2 The applicability of any terms and conditions or other documents stipulated by Customer are excluded.

2.3 Deviations from and additions to the General Terms and Conditions shall only be valid if Supplier has accepted these in writing.

2.4 If any provision of the Agreement is null and void or is annulled, the remaining provisions of the General Terms and Conditions will stay in full force and effect. Parties will then replace the null and void or annulled provision and these provision will be taken into account as much as possible. 

2.5 The version of any communication of information as recorded by Supplier will be deemed to be authentic, unless Customer supplies proof to the contrary.

2.6 In case of any contradiction between different documents, the following order of precedence applies:

1. additional written and signed agreements;

2. accepted quotation/Agreement;

3. General Terms and Conditions.

2.7 These General Terms and Conditions replace all conditions previously agreed upon for the provision of Services. This also applies to existing Agreements.

Article 3

Conclusion of the Agreement

3.1 The Agreement is concluded upon Customer’s completion of the (online) registration process on the Website and subsequent receipt of a registration confirmation, automated of otherwise. 

3.2 An Agreement may also be concluded if Supplier makes an Offer or other offer to Customer and Customer accepts this in writing or signs the Offer.

3.3 An Offer or other offer from Supplier is free of obligation and valid for a period of 30 days. Supplier is not obliged to accept an acceptance after this period has expired, but if Supplier does so, the Quotation or offer will be deemed to have been accepted.

3.4 Supplier is only bound to a different acceptance (whether or not on minor points) of an offer made by a potential Customer if Supplier explicitly accepts the different acceptance in writing.

3.5 The application of sections 227b (1) and 227c of Book 6 of the Dutch Civil Code is excluded.

Article 4

Execution of the Agreement

4.1 After the Agreement has been concluded, Supplier shall make every effort to start performing the Services as soon as possible, with due observance of sufficient care and expertise.

4.2 Supplier will make every effort to deliver the Service as soon as possible after the Agreement has been concluded. If at least one of the following situations occurs, the Service is considered 'delivered':

a. through use of the Service by Customer;

b. by a notification from Supplier to Customer that the Service is available;

4.3 Customer will provide Supplier with all the support and cooperation needed and desirable to enable the correct and timely delivery of the Services. Customer will in any event provide all the specifications and other information which Supplier indicates as necessary, or which Customer should reasonably understand are essential for the provision of the Services.

4.4 Products and/or services of third parties may be part of the Agreement. If that is the case, the terms and conditions of the third party may apply to (the use of) those products and/or services.

4.5 Supplier has the right to engage third parties in the performance of the Agreement. Any related costs shall only be borne by Customer if agreed in advance.

Article 5

Execution of the Agreement

5.1 If Customer requests additional work or services that fall outside the scope of the Agreement, or in other words requests additional work, the Parties shall discuss this and Supplier shall/can make an Offer. Supplier shall only carry out the additional work after acceptance of the offer by Customer.

5.2 For additional work which Supplier can demonstrate is reasonably necessary for the provision of the Services, or which reasonably follows from Customer's instructions, Supplier does not need permission. Such work shall be performed on the basis of subsequent calculation at Supplier's hourly rate applicable at the time the work is performed. Other costs incurred may also be charged.

5.3 Supplier has the right to refuse the request for additional work or customization.

Article 6

Account

6.1 To be able to use the Service, Customer needs an Account. Customer creates login details on the Website details for an administrator account, which Customer can use to create Accounts for End Users and himself.

6.2 An Account and the login data are strictly personal and may not be shared with another person. Customer or End User must keep the login data secret.

6.3 The use of Accounts by Customer and/or End Users is the responsibility and risk of Customer. Supplier may assume that everything that happens from the Accounts takes place under the direction and supervision of Customer.

6.3 If login data for an Account is lost or leaked, Customer will immediately take all measures that are reasonably necessary and desirable to prevent misuse of the Account. These measures may include changing the password or blocking the Account. Customer shall also notify Supplier immediately, so that any additional measures can be taken to prevent misuse of the Account.

Article 7

Service Plan

7.1 Customer can choose a Service Plan when creating an Account. There are three different Service Plans: Standard, Pro and Enterprise. Prices for these plans are on the website of Let’s Book.

7.2 Customer has also access to the additional service "Connected Fleet".

7.3 Customer can additionally purchase the service “SMS service” at an additional cost.

7.4 If Customer wants to upgrade the Service Plan, Customer can request it via the Account.  A customer can only change plan once a year.

Article 8

Storage, data and power limits

8.1 Supplier can set a limit on the amount of data traffic and data storage that Customer is allowed or actually can use via the Service. If the Parties have not made any agreements in this regard, a limit based on fair use will apply.

8.2 Fair use is deemed to exist if Customer uses no more than twice as much data traffic and storage as other customers of Supplier in a comparable situation would use.

8.3 If Customer uses more than allowed under the Agreement, Supplier has the right to charge an additional amount in accordance with Supplier's usual rates.

8.4 Supplier is not liable if the Service is not accessible or does not function properly when the applicable usage limits are exceeded.

Article 9

Usage rules

9.1 Customer is prohibited to use the Services in a manner that is violating these General Terms and Conditions and/or any applicable laws and regulations.

9.2 Customer shall not access, store, distribute or transmit any information during the course of its use of the Services that: 

a. is libelous, defamatory, insulting, racist or discriminating, or incites hate; 

b. infringes third-party rights, in any case including but not limited to Intellectual Property Rights; 

c. violates the privacy of third parties, in any case including but not limited to distributing third-party personal data without a legal basis; 

d. contains hyperlinks, torrents or similar information of which Customer is aware or should be aware that it refers to material that infringes third-party rights; or 

e. is otherwise illegal or causes damage or injury to any person or property; 

f. is in violation with any reasonable instruction of Supplier given after the conclusion of the Agreement. 

9.3 The Customer shall only use the Service for the purpose for which the Supplier intended the Service.

9.4 Customer shall not use the Services in a manner that may cause hindrance or loss and/or damage to Supplier or any third party.

9.5 Customer will follow all reasonable instructions issued by Supplier related to the use of the Services.

9.6 If, in Supplier's opinion, the operation of the computer systems or network of Supplier or third parties and/or provision of services via the internet is obstructed, impaired or otherwise at risk, in particular as a result of the transmission of excessive amounts of data, leaked personal data or virus activity, Trojan horses and similar software, Supplier is authorized to take any and all measures it deems reasonably necessary to avert or prevent such risk. These measures include, but are not limited to, suspension of the Services or termination of the Agreement.

9.7 If Supplier determines that Customer has violated these General Terms and Conditions or applicable laws and regulations or receives a complaint from a third party of the same, Supplier may take measures to end such violation. These measures may, without limitation, include the suspension or termination of the Services (e.g. blocking access to Accounts).

9.8 Supplier may recover from Customer any loss or damage sustained as a result of a breach of these General Terms and Conditions. Customer shall indemnify and hold Supplier harmless against any and all third-party claims pertaining to loss and/or damages arising from Customer’s violation of the Agreement.

9.9 If customer chooses to create additional questions in the booking form which probably will be answered with sensitive data (Health information, identification numbers, or financial details), customer agrees to being responsible for using this information only for its intended purpose and in accordance with applicable laws. Customer always obtains explicit consent from their customers (renters) before collecting such data to protect their privacy and maintain legal compliance.

9.10 Supplier will (automatically) delete all answers to additional/custom questions after 2 weeks after the booking ends.

Article 10

Availability 

10.1 Supplier shall make every effort to achieve uninterrupted availability of its systems and networks, and to provide access to Customer data stored by Supplier, but only provides guarantees in this respect if this has been agreed in the Agreement by means of a service level agreement designated as such. Insofar as such service level agreement does not provide otherwise, the provisions of this article shall apply to availability.

10.2 Supplier shall make every effort to keep the (web server) software it uses up-to-date. However, Supplier is dependent on its supplier(s) for this. Supplier is entitled not to install certain updates or patches if, in Supplier's opinion, this will not benefit proper delivery of the Service.

10.3 Supplier shall make every effort to remedy problems/defects in the Service. However, Supplier does not give any guarantees in this respect.

Article 11

Maintenance and changes (updates and upgrades)

11.1 Insofar as such service level agreement does not provide otherwise, the provisions of this article shall apply to maintenance.

11.2 Supplier is entitled to put his Service, or parts thereof, temporarily out of commission for maintenance, adaptation or improvement thereof, and or maintenance, adaptation or improvement of the associated software or other facilities. Supplier shall endeavour to arrange such taking out of commission to take place outside Office Hours where possible, and to notify Customer in sufficient time of the planned taking out of service. 

11.3 In the event that Supplier is of the opinion that taking the Service out of commission - whether during Office Hours or not - is necessary for the proper functioning of the Service, Supplier is entitled to take the Service out of service with immediate effect, without prior notification to Customer. However, Supplier is never obliged to pay any compensation for damage in connection with such shutdown.

11.4 Supplier may from time to time modify the functionality of the Service. In doing so, Customer's feedback and suggestions are welcome, but Supplier is entitled not to make the adjustments if it has reasonable grounds for doing so. Supplier endeavors, but is not obligated, to give in sufficient time notice of updates. Under no circumstances can Customer continue to use the old version of the Service or claim an announced update which, due to circumstances, was not carried out.

Article 12

Support

12.1 Insofar as such service level agreement does not provide otherwise, the provisions of this article shall apply to support.

12.2 Supplier provides support for the delivery of the Service as stated in the Agreement, possibly supplemented by a service level agreement.

12.3 Customer can only submit a support request to Supplier via the ticket system which can be found in Customer's (online) Account.

12.4 If Customer reports a defect in the Service to Supplier, it will only be dealt with if the defect can be demonstrated and reproduced.

12.5 Supplier may set restrictions on the use of the forms of support offered. In addition, Supplier is free to determine and/or change availability and response times of support, unless otherwise agreed.

12.6 It is not possible to implement customizations in the Service (such as functional and/or other adjustments specific to End Users), unless otherwise agreed by Parties.

Article 13

Confidentiality 

13.1 The Parties will treat as confidential (i) the contents of the Agreement, as well as the nature and content of the relationship between the Parties and (ii) the information they provide to each other before, during or after the performance of the Agreement if this information has been marked as confidential or if the receiving Party knows or should reasonably assume that this information was intended to be confidential. The Parties also impose this obligation on their employees and on the third parties engaged by them for the performance of the Agreement.  

13.2 This article does not apply to any information which:  

a. is or becomes generally available to the public other than as a result of a disclosure by the receiving Party in breach of the Agreement; 

b. was within the receiving Party's possession prior to its disclosure to it by or on behalf of the disclosing Party;  

c. becomes available to the receiving Party on a non-confidential basis from a source other than the disclosing Party not under obligation to keep such information confidential; or  

d. is developed independently by the receiving Party.  

13.3 In the event that a receiving Party becomes legally compelled to disclose any confidential information provided pursuant to the Agreement, such receiving Party will provide the disclosing Party with prompt written notice so that disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the confidentiality provisions of the Agreement.  

13.4 Promptly after the expiration or termination of the Agreement for any reason, each receiving Party will deliver to each disclosing Party all originals and copies of any material in any form containing or representing the confidential information in its possession or will destroy the same at the request of the disclosing Party. 

Article 14

Intellectual Property Rights

14.1 All Intellectual Property Rights vested in the Service are and shall remain vested in Supplier or its licensors.

14.2 Customer is granted a non-exclusive, non-transferable and non-sublicensable right to use the Service and the Materials for the duration of the Agreement and in accordance with the terms and conditions set forth in the Agreement.

14.3 Customer is not entitled to make changes to the Services and is not entitled to a copy of the source files of the Services, except in cases where this is permitted by mandatory law.

14.4 Supplier may take (technical) measures to protect the Services. If Supplier has taken such security measures, Customer is not allowed to circumvent or remove these security measures.

14.5 Customer is not permitted to remove or modify any indication of Intellectual Property Rights from the Services. It is also not permitted to remove indications of confidentiality from the Services.

14.6 All Intellectual Property Rights vested in Customer Data or other Materials provided by Customer shall remain with Customer (or its End Users). Customer shall indemnify Supplier against any claims by third parties based on the infringement of any (Intellectual Property) rights due to Customer Data or Materials as originating from Customer or its End Users.

14.7 Customer provides Supplier with a non-transferable – and as far as necessary for performance of the Agreement – sublicensable license to use Customer Data for the duration of the Agreement, insofar this is required for the provision of Services.

14.8 Supplier is granted a limited perpetual license to use Customer’s company name, logo, trademark, and its general business description for the purposes of marketing Supplier’s Services.

Article 15

Liability

15.1 Supplier can only be liable towards Customer for direct damages as a result of an attributable failure in the performance of the Agreement. Direct loss or damage is understood exclusively to comprise any loss or damage consisting of: 

a. Damage inflicted directly on tangible objects (“property loss or damage”);

b. Reasonable and demonstrable costs that Customer had to incur to remind Supplier to properly comply (again) with the Agreement;

c. Reasonable costs incurred in determining the cause and the extent of the loss or damage, insofar as this relates to direct loss or damage as referred to here;

d. Reasonable and demonstrable costs that Customer has incurred to prevent or limit the direct loss or damage as referred to in this article.

15.2 Supplier’s liability for indirect damages is excluded. For the purposes of this Agreement, indirect damages include lost savings, loss of data, loss of profit, damage to reputation and damage due to business interruption.

15.3 Without prejudice to the foregoing, Supplier's liability for direct damages per year is limited to the amount (excluding VAT) that Customer has paid Supplier under the Agreement during the six (6) months prior to the event causing the damages. Supplier is in no event liable for a higher amount than the amount paid in relation to the event causing the damages by its insurer.  

15.4 Supplier's liability for an attributable failure to perform the Agreement only arises if Customer gives Supplier prompt and proper written notice of default, giving Supplier a reasonable time period to remedy the default, and Supplier continues to fail to perform its obligations even after that time period. The notice of default must contain as detailed a description of the breach as possible so that Supplier is able to respond adequately.

15.5 Any right to compensation is subject to the condition that Customer notifies Supplier in writing of the damage within 30 days after discovery.

Article 16

Force majeur

16.1 Supplier cannot be obliged to perform any obligation under the Agreement if the performance is prevented due to force majeure. Supplier is not liable for any loss and/or damage due to force majeure. 

16.2 Force majeure is considered to exist in any event in case of power outages, Internet failures, telecommunication infrastructure failures, network attacks (including D(DOS) attacks), attacks by malware or other harmful software, civil commotion, natural disaster, terror, mobilization, war, import and export barriers, strikes, stagnation in supplies, fire, floods and any circumstance whereby Supplier is not enabled to perform or prevented from performing by its suppliers, irrespective of the reason. 

16.3 If a force majeure situation has lasted for more than ninety (90) days, both Parties will be entitled to give notice to terminate the Agreement in writing with immediate effect. The Services which in that case have been delivered by Supplier prior to the occurrence of the force majeure situation and during the force majeure situation will be paid for on a pro rata basis.

Article 17

Price, fees and payment

17.1 All prices and fees quoted by Supplier are in euros and exclusive of VAT and other government taxes and duties.

17.2 All prices and fees in any offer or quotation and on Supplier Website are subject to programming and typing errors. In case of any inconsistency between the Website and the Agreement, the Agreement shall prevail at all times.

17.3 Customer pays a fixed price per month for the chosen Service Plan, as referred to in Article 7 of the General Terms and Conditions. Depending on the chosen Service Plan, a percentage of fee will be retained per transaction between
Customer and End User. This percentage is automatically withheld by Supplier's payment provider. If the Customer has purchased the additional service for sending a SMS, as referred to in Article 7 of the General Terms and Conditions,
Customer pays for the SMS service per sent SMS. The costs for these SMS messages and the transaction fees will be charged to the Customer on a monthly or quarterly basis.

17.4 Supplier is entitled to charge for bookings made through either API or by an admin, i.e. without an actual payment for the booking. In that case Supplier will count these bookings, and charge a fixed amount per booking, to be invoiced monthly or quarterly to the customer.

17.5 Supplier is entitled to decrease or increase its prices and fees at any time. Supplier will inform Customer of any such changes at least two (2) months in advance. In the event of a price or fee decrease or increase, Customer has the right to terminate the Agreement at the latest on the date on which the price or fee decrease or increase takes effect, subject to one (1) months’ notice.

Article 18

Payment

18.1 The monthly amount to be paid will be invoiced in advance.

18.2 If no charge can take place, Customer shall pay the amounts invoiced by Supplier by other means before the end of the due date.

18.3 Customer may pay by invoice, if this has been agreed in writing between Parties. 

18.4 The payment period is fourteen (14) days from the invoice date.

18.5 In the event of non-payment, Customer shall be in default by operation of law from the due date of the invoice, without any prior notice of default being required. Supplier shall then be entitled to charge Customer the entire amount due, as well as interest of 1% per month calculated on the amount due from the due date, or, if higher, the statutory commercial interest.

18.6 Supplier shall be entitled to suspend and/or temporarily block the use of the Services if:

a. the credit card has not been charged and Customer has not paid the invoice

b. there is a deterioration in Customer's solvency that gives reasonable doubt about Customer's ability to pay and his creditworthiness;

c. abuse or improper use has been established.

Article 19

Privacy and data protection

19.1 The personal data to be processed by Supplier in performing the Services are subject to the General Data Protection Regulation (GDPR), in connection with which, according to the terminology of that Act, Customer shall be the ‘controller’ and Supplier shall be the ‘processor’.

19.2 Where terms used in this article correspond to definitions from article 4 of the GDPR, these terms will be assigned the meaning of the definitions as mentioned in the GDPR.

19.3 Supplier processes personal data provided by or via Customer exclusively on the instructions of Customer within the framework of the execution of the Agreement and for those purposes as additionally agreed upon by both Parties, and thereby acts in accordance with the GDPR. 


19.4 The processing relates to the processing objectives set by Customer with regard to the categories of personal data and data subjects as described in the Agreement. 


19.5 Supplier will take appropriate technical and organizational measures in connection with the processing of personal data to be performed in order to protect such data against loss or any form of unlawful processing (such as unauthorized disclosure, interference, alteration or provision of personal data). While Supplier will make every effort to prevent loss or unlawful processing of personal data, Supplier cannot guarantee that the security measures taken will suffice under all circumstances.

19.6 The personal data processed by Supplier must always be considered as Confidential Information. This information will therefore be subject to the confidentiality agreements as laid down in Article 13 of this General Terms and Conditions. 

19.7 Supplier shall only carry out the processing on and in accordance with the written instruction of Customer. Supplier is permitted to anonymize the personal data in order to use the anonymized personal data for analytical and statistical research purposes to improve the quality of the services of Supplier. Supplier shall not process for any other purpose unless in accordance with written instructions of Customer. Supplier will not process the personal data for its own purposes.

19.8 Supplier shall inform Customer if, in its opinion, instructions of Customer would violate the applicable legislation regarding the processing of personal data or are otherwise unreasonable. 

19.9 Supplier shall, if this is reasonably within its sphere of influence, provide assistance to Customer in fulfilling its legal obligations. This concerns the provision of assistance in the fulfillment of its obligations under articles 32 to 36 of the GDPR, such as the provision of assistance in carrying out a Data Protection Impact Assessment (DPIA) and prior consultation on high-risk processing. Supplier may charge the costs incurred for this to Customer.

19.10 In the event of a personal data breach, Supplier shall notify Customer without undue delay after discovering the personal data breach. Supplier will take reasonable measures to limit the consequences of the personal data breach and to prevent further and future personal data breaches. The notification to Customer shall include, as far as known at that moment, at least:

a. the nature of the personal data breach;

b. the (likely) consequences of the personal data breach;

c. the categories of personal data concerned;

d. if and which security measures have been taken to protect the personal data;

e. the measures taken or proposed to be taken to address the personal data breach and prevent future personal data breaches;

f. the categories of data subjects concerned;

g. approximate number of data subjects concerned; and

h. where necessary the deviating contact details to address the notification.

19.11 Customer is responsible at all times for notification of any personal data breaches. However, Supplier will provide assistance to Customer, taking into account the nature of the processing and the information available to him, in regard to (new developments about) the personal data breach.

19.12 In the event a data subject makes a request to exercise his or her legal rights under the GDPR (articles 15-22) to Supplier, Supplier shall pass on such request to Customer. Supplier may inform the data subject of this passing on. Customer will then further process the request independently. Supplier will, if Customer requires this, cooperate as far as possible and reasonable. Supplier may charge Customer for reasonable incurred costs. 

19.13 Customer has the right to verify compliance by Supplier, of all points under this article, by means of an audit performed by an independent third party, who is bound by confidentiality obligations. The audit may only be performed in case of a reasonable and well-founded suspicion of violation of this article, which is communicated in writing to Supplier before conducting the audit. The audit findings shall be assessed by the Parties in joint consultation and may or may not be implemented by either Party or jointly. The costs of the audit shall be borne by Supplier in case the audit reveals discrepancies in the compliance of Supplier to this article, which are attributable to Supplier. In all other cases the costs of the audit shall be borne by Customer.

19.14 Customer authorizes Supplier to involve subprocessors in providing the services under the Agreement. An up-to-date list of the subprocessors engaged by Supplier can be requested via [E-MAIL]. In addition, Supplier will notify Customer of any update. Customer is entitled to object in writing on reasonable grounds to a specific subprocessor(s). If Customer makes an objection, the Parties will consult to reach a solution. Supplier imposes at least the same obligations on the engaged subprocessor(s) as agreed between Customer and Supplier under this article.

Supplier may process the personal data in any country within the European Economic Area (EEA) and outside the EEA, provided that country ensures an adequate level of protection of personal data and complies with other obligations imposed on it under this Data Processing Agreement and the GDPR, including the availability of appropriate safeguards and enforceable data subject rights and effective legal remedies for data subjects. At the explicit request of Customer, Supplier will inform Customer about the countries concerned.

19.15 If the Agreement is terminated, Supplier will – at Customer's discretion – either return all personal data it has processed on Customer's instructions under the Agreement to Customer within a reasonable period of time, or delete or destroy such personal data. The reasonable costs associated with this will be at Customer's expense.

19.16 The above does not affect the provisions of Article 20 of this General Terms and Conditions applies only to personal data that Supplier processes on Customer's instruction in the role of (sub-) processor. The provisions above therefore do not apply to the personal data that Supplier itself processes in the capacity of controller.

Article 20

Exit

20.1 In the event of a legally valid termination of the Agreement, and in accordance with the Agreement, Supplier shall, at the request of Customer, the request for which must have been submitted before or at the time of the termination, make every effort to render cooperation in order to enable the transfer of Customer Data to another service provider. The foregoing is at all times limited to the possibilities as offered by Supplier and only applies if Customer has fulfilled all its obligations under the Agreement.

20.2 For the cooperation referred to in the previous paragraph, Supplier shall use its hourly rate applicable to Customer at that time. All costs of transfer to another service provider shall be borne by Customer.

Article 21

Term and termination

21.1 The term of the Agreement shall be set forth in the Agreement.

21.2 If no duration is included, the Agreement is entered into for the duration of for an indefinite period of time. 

21.3 If the Agreement is for an indefinite period, it can be terminated monthly.

21.4 When the Agreement stipulates that it is entered into for a fixed period of time, it will be tacitly renewed at the end of the Agreement each time for a period of one month.

21.5 In the case of an Agreement as referred to in the previous paragraph, the Agreement may be terminated with one (1) month notice by the end of the term. 

21.6 An Agreement for a fixed period of time cannot be terminated prematurely.

21.7 Termination of the Agreement can only be done through the dashboard in the Account.

21.8 Supplier may suspend or terminate the Agreement at any time without notice if:

a. Customer is declared bankrupt;

b. Customer has been granted a moratorium on payments;

c. the business of Customer is dissolved or liquidated;

d. Customer's assets or part thereof are seized.

21.9 If Customer is in default with regard to a material obligation towards Supplier, Supplier is entitled to suspend or terminate the Agreement.

Article 22

Amendments

22.1 Supplier will announce any changes or additions to these General Terms and Conditions, the Agreement or change of the Service to Customer in writing at least thirty (30) days before they take effect, to enable Customer to take note of them.  

22.2 If Customer does not wish to accept a change or addition, Customer may give notice as soon as possible, but no later than fourteen (14) days after the announcement referred to in paragraph 1 of this article, to terminate the Agreement. Use of the Services after the announcement will be regarded as acceptance of the amended or supplemented General Terms and Conditions, the Agreement or Service(s). 

22.3 The procedure described above does not apply to changes of minor importance, changes pursuant to law and changes in Customer's favor. Such changes may be made by Supplier unilaterally and with immediate effect.

Article 23

Miscellaneous provisions 

23.1 This Agreement is governed exclusively by Dutch law. 

23.2 The Vienna Sales Convention shall not apply.

23.3 Any dispute between the Parties in connection with, or rising from the Agreement will be submitted to the competent court in the Netherlands in the district where Supplier has its registered office, unless Customer is a Party as referred to in the following paragraph.

23.4 If Customer is established in a country which has not entered into a treaty or other similar arrangement with the Dutch State regarding the enforcement and recognition of judgments of Dutch courts in that country, the provisions of articles 23.5 and 23.6 shall apply.  

23.5 Disputes arising in connection with the General Terms and Conditions, the Agreement concluded between the Parties and/or further Agreements resulting therefrom shall be settled by arbitration in accordance with the Arbitration Regulations of the Stichting Geschillenoplossing Automatisering, having its registered office in Heemstede. The place of arbitration shall be Haarlem.

23.6 Each Party, in respect of a dispute arising from the General Terms and Conditions or the Agreement entered into between the Parties, or from further agreements resulting from it, shall in all cases be entitled to commence IT-Mediation proceedings in accordance with the ICT-Mediation Rules of the Stichting Geschillenoplossing Automatisering. The other Party shall be obliged to actively participate in IT-Mediation proceedings that have been commenced, which obligation, enforceable by law, shall in any event include attending at least one joint meeting between the mediators and the Parties, in order to give this extra-judicial form of dispute resolution a chance. Each Party is free at any time after a joint initial meeting of mediators and Parties to terminate the procedure of IT-Mediation. 

23.7 Where the Agreement refers to "written" or "in writing", this also includes e-mail communication provided the identity of the sender and the integrity of the content can be adequately established. 

23.8 All legal claims of Customer by virtue of the Agreement shall - except for provisions of mandatory law - become time-barred after the expiry of one year, calculated from the day on which fulfilment of obligations under the Agreement existing between the parties became due and payable. This article shall not affect the regular limitation period for Supplier's claims.

23.9 Customer is not entitled to transfer the rights and obligations under the Agreement to a third party, including a merger or takeover, without the written permission of Supplier.

23.10 Customer gives Supplier the right in advance, without needing Customer's explicit permission, to transfer all or parts of the Agreement concluded between the Parties to parent, sister, and/or subsidiary companies or a third party in the event of a merger or takeover. Supplier shall notify Customer if such a transfer has taken place.