General requirements SaaS services Pack

  1. These general terms and conditions apply if you are using the inpaqt software tools, offered by 


1. Definitions

  1. 1.1.  Customer: every legal entity or person that has an agreement with Supplier.

  2. 1.2.  Supplier: Inpaqt Group BV and its subsidiary Inpaqt Technology Solutions BV, who are supplier off the Inpaqts SaaS Services.

  3. 1.3.  General requirements: these general requirements.

  4. 1.4.  Agreement: the agreement between Supplier and Customer relating Inpaqts SaaS Services. On the Agreement are these Terms

    and Conditions applicable.

  5. 1.5.  “GDPR”: Regulation (EU) 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, and repealing Directive 95/

    46/EC (General Data Protection Regulation).

  6. 1.6.  The Software: the Software as described in the Agreement to which the Supplier grants the Customer to use Inpaqts SaaS


  7. 1.7.  Inpaqt: a trade name of Inpaqt Group BV established in Rotterdam and registered with the Chamber of Commerce under file

    number 27349803.

  8. 1.8.  User: Customer and/or employee of Customer.

  9. 1.9.  Application administrator: the employee of Customer being specialised in the applications and operation of the Software

  10. 1.10.  Login: The access for a User to The Software.

  11. 1.11.  SaaS: Software-as-a-Service. Characteristic of SaaS is that the user uses the Software entirely on the internet. The advantage is

    that no software needs to be installed on local computers or servers, the Software can be used from any workplace from

    Customer with internet access. Updates (improvements) and upgrades (new versions) will be implemented automatically.

  12. 1.12.  SaaS Services: the Software as described in the Agreement given access by the Supplier to the Customer.

  13. 1.13.  System Requirements: the minimum demand of the hardware and software of Customer to use the SaaS Services.

  14. 1.14.  Confidential Information: Unless expressly agreed otherwise under confidential information regarding the Customer or Supplier

    is understood: (a) information where as “confidential” is indicated, (b) information that not is generally known, (c) information
    that has not been made generally accessible by the party to which the information relates and/or from which the information
    comes from, and (d) information of which the confidential nature known must be supposed;

  15. 1.15.  User license: The access right to the Software for a User. A user license will be explicit assigned to a User.

  16. 1.16.  Service Desk: service department of Supplier, accessible through the URL, as stated in the tool used

  17. 1.17.  Business days: Monday until and of Friday except official holidays in The Netherlands.

  18. 1.18.  Office hours: from 9.00 until 5 p.m during the business days.

  19. 1.19.  In writing: in these general terms and conditions, “in writing” is also understood to mean: by post, by email or in any other
    manner of communication in writing. 


2.Offers and agreement

  1. 2.1.  These terms and conditions are applicable to the agreement between Supplier and Customer for all SaaS services as well
    as future SaaS services relating the software and future software.

  2. 2.2.  The Supplier is entitled to unilaterally change the Conditions. The Supplier will inform the Customer about the intended changes
    as much as possible 2 months before the changes take effect. If the Customer does not agree with the intended amendments,
    can Customer the Agreement, in deviation with Article 3.4, terminate against the date on which the changes take effect. If the
    Customer does not expressly object to the announced changes in writing within fifteen days after receipt of the notification
    from the Supplier and before the announced changes take effect, the Customer will be deemed to have agreed to the changes.

  3. 2.3.  Oral commitments, assignments than well other statements become only valid and binding if confirmed in writing by authorised
    representatives of Supplier.

  4. 2.4.  All offers are without obligation, unless in the offer written expressly otherwise is indicated. 


3. Start and cancellation from the Agreement

    1. 3.1.  The Agreement starts with the first usage of the SaaS Services by a User or as soon as a signed agreement has been received
      and accepted by the Supplier in an unaltered state.

    2. 3.2.  The starting date is the date mentioned in the Agreement, or the date of the first Login, in the event that this date is earlier
      than the mentioned date in the agreement for using the SaaS Services.

    3. 3.3.  The Agreement is becoming effective for a minimum time of three (3) months, unless the parties have expressly agreed
      otherwise in the Agreement.

    4. 3.4.  After the expiry of the term referred to in Article 3.3 , the Agreement will be tacitly renewed each time for a subsequent period for a time of one (1) month, unless Customer has indicated in writing to end the agreement as indicated in the agreement.

    5. 3.5.  However Supplier is entitled to end the Agreement with immediate effect when Customer is no longer able to meet its payment
      obligations or at the moment that the Supplier must deduce from the circumstances that the Customer can no longer meet its
      payment obligations or at the moment that Customer is going bankrupt. The Agreement ends by operation of law and of
      immediate effective at the moment that the Customer is liquidated or becomes insolvent.

    6. 3.6.  The Agreement can written without judicial intervention become dissolved in the event that the other party, after proper
      written notice of default, still fails to fulfill its obligations under the Agreement within thirty (30) calendar days after the
      notice of default.

    7. 3.7.  Supplier is in no case held to pay any compensation ten consequence from a termination as described in Article 3.4, 3.5 and 3.6.

    8. 3.8.  Upon termination of the Agreement, the Customer shall immediately cease and discontinue use of The Software.

    9. 3.9.  Supplier shall on request of the Customer provide the data in accordance with 7.3 and 7.4 upon termination of the agreement.

    10. 3.10.  Supplier is not obliged to pay or refund any fees to the Customer upon termination of the agreement.

    11. 3.11.  Additional orders for more User licenses become only effective through a signed upgrade agreement with the additional number of licenses.

    1. 3.12.  The duration of the Agreement is not being altered when new User licenses are incorporated in the agreement.

    2. 3.13.  Termination off a part of the Agreement by the Customer is only possible for one or more User licenses while the Customer

      expressly has indicated how much User licenses this applies. The number of User licenses that are being terminated may
      not be assigned to Users. The partial termination always takes effect in the next calendar month. 



4.Prices and terms of payment

  1. 4.1.  Payment is monthly in advance via direct debit to the IBAN bank account number, as provided by the Customer to the Supplier when
    entering into the agreement.

  2. 4.2.  All prices of the SaaS Services are invoiced effectively from the starting date of the agreement. All invoices are in euros and
    includes VAT.

  3. 4.3.  The Supplier is entitled to adjust the fee as referred to in Article 4.2 annually. Any price changes will be notified and
    communicated in writing in a timely manner. Customer agrees with any price increase in the event that the price increase is equal
    to the CBS Consumer Price Index (series: all households 2015 = 100). In the event of price increases above this price index figure,
    the Customer may, contrary to the provisions of Article 3.4, terminate the Agreement in writing with effect from the first day of
    the month following the announcement of the price change.

  4. 4.4.  In the event that Customer does not terminate the Agreement within one month after notification off a price increase above
    the CBS price index , Customer is deemed to have accepted the price increase.

  5. 4.5.  In case off default or breach of the agreement Supplier has the right to block the SaaS Services temporary. However the fees
    arising from the agreement will be continued during the period in which the SaaS Services are blocked.

  6. 4.6.  Possible costs arising from malfunctioning of the SaaS Services are on the account of the Supplier, unless: – Customer has
    made improper use of the SaaS Services; – The Customer has acted contrary to the Agreement or the General Terms and
    Conditions with regard to the use of the SaaS Services; – The malfunction can otherwise be attributed to the Customer. 


5.Obligations Supplier

  1. 5.1.  The Supplier is responsible, via its possible suppliers, for the availability of the Software.

  2. 5.2.  Supplier is responsible for a daily backup of the data, entered in the Software by the Customer. This back-up can be

    provided to the Customer upon request.

  3. 5.3.  Supplier will take care of protection against loss, theft and unauthorised access and alteration by non-Users to the utmost.

  4. 5.4.  Subject to the provisions of Article 8.5 , the Supplier shall refrain from viewing the data that the Customer uses by means of the

    Software has entered. Supplier will not transfer any of this to third parties, unless supplier is required by law or a court order to
    do this or the Supplier and the Customer have agreed otherwise. 


6. Obligations and cooperation Customer

  1. 6.1.  Customer will inform Supplier in writing of a change in address- and/or payment details without any delay.

  2. 6.2.  Customer is responsible of the operation of his own hard- and software, configuration, peripherals and internet

    connection required for the use of the SaaS Services.

  3. 6.3.  The Customer guarantees that the equipment and software used by it for the SaaS Services meet the System Requirements.

    The Customer is responsible for taking the necessary measures to ensure that its equipment, software and telecommunication

    and internet connections are protected against viruses, computer crime and unlawful usage by third parties.

  4. 6.4.  Customer shall provide Supplier with all information and cooperation needed to maintain the SaaS Services as requested by the

    supplier including the up-to-date name and address details.

  5. 6.5.  Customer is obliged to inform Staff members and/or Users about the content of these Terms and Conditions. 


7. Facts

  1. 7.1.  The data implemented by the Customer is stored in a cloud database of Supplier.

  2. 7.2.  Customer remains the owner during the agreement of the entered data and the date edited through the Software.

  3. 7.3.  Until 28 days after the end of the Agreement Customer can request Supplier all the data of the Customer in a data backup file.

  4. 7.4.  Supplier is not obliged to give a requested data backup file when Supplier never has received a payment from the Customer.

  5. 7.5.  Supplier uses the legal retention periods relating the custody of the data.

  6. 7.6.  After termination of the Agreement Supplier will keep the in the Software entered data permanently on an anonymised

    basis for its own use. The Supplier is entitled to delete the data at any time after 28 days after termination of the


8. support

  1. 8.1.  During the SaaS Agreement the Customer has the right for support.

  2. 8.2.  Support includes the right and for help and use of documentation and online Help. In addition questions can be submitted to the

    help desk 24 hours a day via the Service Desk and

  3. 8.3.  Support does not include:

    1. a)  services relating system configurations, hardware and networking;

    2. b)  extra requested services not mentioned in the agreement like extra lay-outs, extra fields, extra reports, and

      links of software with third parties, etc;

    3. c)  support on location otherwise than is mentioned in the Agreement;

    4. d)  on request of the Customer to expand the functionality of the Software;

    5. e)  conversion of files;

    6. f)  services relating external databases from others producers than Supplier;

    7. g)  installation, configuration, training or other not expressly in the SaaS Agreement described services;

    8. h)  support relating (operating) software from other producers than Supplier;

    9. i)  file repairs, whereby the cause is not coming forward out of the Software;

    10. j)  providing (new) available software of Supplier; k) support relating the Internet connection of Customer;

  1. 8.4.  Support may only be requested by the Administrator of Customer

  2. 8.5.  When Support is requested Supplier is entitled to view into the data from Customer as meant in article 7. 


9. Availability

  1. 9.1.  Supplier provide Customer access to the facilities and use of the agreed SaaS Services as long as Customer pays the agreed

  2. 9.2.  Supplier shall perform utmost efforts to solve disturbances when these occur in the access to the Software and/or the use
    of the technical infrastructure of the Software.

  3. 9.3.  Supplier shall, as far as reasonable, perform that the SaaS Services are available during 7 days a week and 24 hours a day, except
    for the time required for maintenance work and malfunctions by third parties. The Supplier guarantees an up-time of 99.8% for
    the term of the Agreement. If this is exceeded, the subscription fee will be credited pro rata.

  4. 9.4.  Supplier shall repair a malfunction in the SaaS Services as soon as possible, once the malfunction by the Customer is
    reported. No guarantees can be given about lead times.

  5. 9.5.  Supplier shall inform the Customer about any disturbances timely.

  6. 9.6.  Supplier is obliged to inform the Customer about maintenance work in advance with the expected impact and duration of this



10. Force of the majority

  1. 10.1.  Under force majeure relating performing the agreement is meant everything that in law and case law is understood as force
    majeure, as well as malfunctions of a technical nature that are not under the control of Supplier.

  2. 10.2.  Supplier is not held to perform obligations relating the agreement in the event that fulfilling is impossible due to force

  3. 10.3.  The Customer shall not hold responsible the Supplier for any damage or loss because of failure/downtime, unavailability of the
    website/server and/or loss of data and/or loss of income due to technical or other malfunctions; unless they are or will be
    caused by gross negligence. 


11. Personal data

  1. 11.1.  Customer is responsible for personal data processing as meant in the Law Protection personal data and the General Data
    Protection Regulation (GDPR) and therefor Customer is responsible for the protection from of personal data that will be send or
    edited and/or processed by the Software tools used by the Customer. The Customer acknowledges that the data processing will
    be lawful.

  2. 11.2.  Customer indemnifies Supplier for all claims due to infringement of the personal data when using the Software.

  3. 11.3.  So far as the Customer is entitled to do so, the Customer expressly agrees to the inclusion of (personal) data of users in the

    personal registration of the Software for purposes of administration and management. This personal registration contains
    identification data and process data and is only accessible by the Supplier. These data will not be provided to third parties,
    except in cases where the Supplier is required to do so by law or a court order.

  4. 11.4.  With the exception of what is stated above in this article, the Supplier, as processor of data, is responsible for the protection of
    data in the meaning of the Protection Act personal data and GDPR for the purpose of the correct carry out of the agreement and
    Supplier indemnify Customer for any liabilities coming forward of gross negligence by the supplier relating Protection Act and

  5. 11.5.  Customer is aware that the Supplier can use data entered into the Supplier’s software tools in an anonymous manner for BIG
    Data analyses based on Artificial Intelligence by the Supplier for the benefit of the service. Also when the Agreement between
    Customer and Supplier has been terminated. 


12. Intellectual Property Rights

  1. 12.1.  All rights from intellectual or industrial property on the basis of the Agreement developed or provided services, including but not
    limited to software, including its source code, databases, equipment or otherwise materials such as analyses, designs,
    documentation, report, as well as preparatory material, are exclusively held by the Supplier.

  2. 12.2.  Customer obtains alone the use of rights and the authorisations granted under these Terms and Conditions or otherwise
    expressly are granted. Otherwise, the Customer shall not reproduce or make copies of the Software, documentation or other
    materials to make.

  3. 12.3.  The Customer is not permitted to change brand or identifying marks of the Software or via the Supplier’s site, and/or any
    designations regarding copyrights, trade names or other intellectual property rights, including indications about the confidential
    character and confidentiality of the Software, remove or modify or copy the Software or any portion thereof.

  4. 12.4.  Any liability or indemnification of the Supplier due to infringement of intellectual or industrial rights property from third parties
    is excluded.

  5. 12.5.  It is not allowed to sell, trade and distribute the Software or SaaS services by Customer.

  6. 12.6.  In the event that the customer acts in conflict of which determined in article 12, the Customer is hold to pay a fine of Euro 15,000

    (fifteen thousand Euro) and an additional fine of Euro 1,000 (one thousand Euro) per day, for each day that the violation


13. Liability

  1. 13.1.  With due observance of Articles 13.2 and 13.3, Supplier’s total liability will remain limited to a compensation for direct damage
    to a maximum amount of the in the agreement stipulated price (excluding VAT) to a
    maximum of € 250,000 (two hundred and
    fifty thousand euros), whereby a series of related events counts as one event.

  2. 13.2.  When the Agreement is a continuing performance contract with a term of more than 1 (one) year and the liability of Supplier is
    coming forward out of the continuing performance contract, the total compensation (excluding VAT) is the actually paid price by
    the Customer to the Supplier on the basis of the continuing performance contract for 1 (one) year (being the year in which the

    damage occurred) with a maximum of € 250,000 (two hundred and fifty thousand euros).
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  1. 13.3.  The Supplier has insured itself against damage. In any case, the Supplier is not liable for further damage and will not compensate
    this further damage, which the Customer incurs under the agreement concluded with the Supplier by third parties, however and
    for whatever reason, including possible claims against the Customer from third parties.

  2. 13.4.  The total liability of Supplier amounts 2,500,000 (two million and five hundred thousand euros), whereby a series of related
    events applies if a event.

  3. 13.5.  Under direct damage is exclusively understood:

    1. a)  The reasonable cost determined relating the cause and the scope of the damage;

    2. b)  The reasonable cost determined for prevention or constraint damage, insofar the Customer demonstrates that this

      cost have led to limitation of damage.

  4. 13.6.  Liability of the Supplier for indirect damage, including consequential damage, lost profit, lost savings, destruction or loss of files

    and/or data, damage caused by delay, loss suffered, damage caused by flawed provide information and/or lack of cooperation

    customer, damage or business interruption caused by third-party including claims against the Customer are expressly excluded.

  5. 13.7.  Outside the in article 13 mentioned causes Supplier has no liability for compensation, regardless of the grounds on which an

    action for damages would be based.

  6. 13.8.  The liability of Supplier arises only if Customer Supplier, notifies in writing without delay and sound, stating the shortcoming

    in detail with a reasonable term to repair the shortcoming so that the Supplier is able to respond adequately.

  7. 13.9.  A condition for the existence of any right of compensation is when the Customer notifies the Supplier in writing within 60 (sixty)

    days after the occurrence and height of the damage so that measures to limit the damage can be taken as much as possible.

  8. 13.10.  The Customer indemnifies the Supplier against all third-party claims for liability as a result of a defect in a product, system
    than well service or deliverance of a product by Customer to a third party relating the SaaS services of Supplier.

  9. 13.11.  Supplier is not responsible for damage caused by non-timely Support as described in Article 8. 



  1. 14.1.  Supplier and Customer mutually agree upon the confidentiality of all data and information about each other’s organisation,
    clients, files and products, of which the parties become acquainted when working for each other or for the benefit of each other
    of Customer’s clients. Data and information may only be used under the Agreement excluding mentioned in clause 11.5.

  2. 14.2.  Supplier is entitled to use the name and the logo from Customer on her website and/or on a reference list to provide
    information to third parties for marketing purposes.

  3. 14.3.  Customer shall during and until 12 (twelve) months after the end or dissolve of the Agreement not undertake any direct or
    indirect business, employment or other similar relationships with any employee of Supplier, subject to written permission from

  4. 14.4.  Any offence of article 14.1 and 14.3, Customer is without further notice of default obliged to pay a fine of
    50,000 (fifty thousand euros) per offence, without prejudice the claim of Supplier to compensate the full damage suffered. 


15. Handover

  1. 15.1.  The agreement between Supplier and Customer and the resulting rights and obligations are not be transferred to third parties
    without the prior written consent of the Supplier.

  2. 15.2.  Customer gives Supplier in advance the permission to transfer the entire agreement, or parts thereof, to:

    1. a)  Mother company, sister company and/or subsidiaries;

    2. b)  A third party in the case of a merger or acquisition on the side of Supplier. If this happens, the Supplier will inform the

    Customer about this. 


16. Applicable Straight and Dispute resolution

  1. 16.1.  Dutch law is applicable to all agreements concluded by the Supplier with the Customer, unless the parties agrees in writing
    otherwise. Parties declare expressly Viennese Sales agreement not applicable..

  2. 16.2.  Disputes among parties, which cannot be solved in mutual consultation, shall become dissolved through arbitration from the
    Foundation for Dispute Resolution Organisation and Automation (SGOA), in accordance with the arbitration regulations of the
    SGOA. With the mutual consent of the parties, prior to arbitration, an attempt may be made to resolve the dispute through other
    dispute resolution facilities offered by the SGOA.

  3. 16.3.  In the event that the SGOA declares not to be authorised or in the event that parties jointly agree not to use SGOA the disputes
    shall be submitted to the competent Dutch court of the District Court of Rotterdam.

  4. 16.4.  Without waiving any right, the foregoing will not impede the parties from taking precautionary legal measures and/or from
    instituting preliminary relief proceedings before the competent Dutch judge of the Court Rotterdam, before asking the SGOA
    to arbitrate (or pending the arbitral decision), in order to safeguard their existing rights.