Squid IT - Terms And Conditions

Offer and Agreement
1. These General Terms and Conditions shall apply to all offers, legal relationships and Agreements under which Squid IT provides goods and/or services of whatever nature to the Customer. Deviations from and additions to these General Terms and Conditions shall only be valid if they have been expressly agreed in writing.
2. All offers and other statements by Squid IT shall be without obligation, unless Squid IT expressly indicates otherwise in writing. The Customer warrants the accuracy and completeness of the measurements, requirements, performance specifications and other data on which the Squid IT bases its offer and which have been stated by or on behalf of the Customer to Squid IT.
3. The application of the Customer's purchasing or other terms and conditions is expressly rejected.
4. If any provision of these General Terms and Conditions is null and void or annulled, the other provisions of these General Terms and Conditions shall remain in full force.
Price and payment
1. All prices shall be exclusive of turnover tax (VAT).
2. If the Customer must make regular payments, Squid IT shall be entitled to adjust the applicable prices and rates by providing written notice at least three months in advance. If the Customer does not wish to agree to such an adjustment, the Customer shall, within thirty days after the notice, be entitled to terminate the Agreement before the date on which the adjustment would have become effective.
3. The Parties shall record in the Agreement the date or dates on which Squid IT shall charge the Customer the fee for the agreed performance. The Customer shall pay invoices in accordance with the payment conditions stated on the invoice. In the absence of a specific provision, the Customer shall pay within thirty days after the invoice date. The Customer shall not be entitled to set off or to suspend a payment.
4. If the Customer does not pay the amounts owed in a timely manner, the Customer shall owe legal interest on the outstanding amount, without any written demand or notice of default being necessary. If the Customer still does not pay the claim after a written demand or notice of default, Squid IT can pass on the claim for collection, in which case the Customer shall, in addition to the total amount owed then, be obliged to pay for all in-court and out-of-court expenses, including expenses charged by external experts in addition to the costs determined at law. The Customer shall also owe the expenses incurred by Squid IT in regard to unsuccessful mediation if the Customer is ordered by a judgment to pay the outstanding amount in full or in part.
Intellectual or industrial property rights
1. All intellectual and industrial property rights to software, websites, databases, equipment or other materials developed or provided under the Agreement, such as analyses, designs, documentation, reports, offers, as well as preparatory materials in that regard, shall be held solely by Squid IT, its licensors or its suppliers. The Customer shall only acquire the rights of use expressly granted in these Terms and Conditions and by law. Any other or more extensive right of the Customer to reproduce software, websites, databases or other materials shall be excluded. A right of use to which the Customer is entitled shall be non-exclusive and non-transferable to third parties.
Delivery periods
1. All delivery and other periods stated or agreed by Squid IT have, to the best of its knowledge, been determined based on data known to Squid IT when it entered into the Agreement. Squid IT shall properly exert its best efforts to observe agreed delivery and other periods as much as possible. The mere fact that a stated or agreed delivery or other period has been exceeded shall not cause Squid IT to be in default. In all cases, hence, even if the Parties have expressly agreed on a firm date in writing, Squid IT shall not be in default because of a time period being exceeded until the Customer has provided it with a written notice of default. Squid IT shall not be bound by firm or non-firm delivery or other periods which can no longer be met on account of circumstances beyond its control which have occurred after the Agreement was concluded. Nor shall Squid IT be bound by firm or non-firm delivery periods if the Parties have agreed to modify the substance or scope of the Agreement. If any period threatens to be exceeded, Squid IT and Customer shall consult with each other as soon as possible.
Termination of the Agreement
1. Each of the Parties shall only be entitled to rescind the Agreement if the Other Party imputably fails to perform material obligations under the Agreement - in all cases, after having received a proper written notice of default which is as detailed as possible and in which it has been given a reasonable time period to remedy the breach.
2. If an agreement which, by its nature and substance, will not end when certain conditions, acts or the like are fulfilled, has been entered into for an indefinite period of time, each of the Parties may terminate the Agreement by written notice after proper consultation and with a statement of reasons. If the Parties have not agreed on an express notice period, a reasonable notice period must be observed in terminating the Agreement. The Parties shall never be liable for damages for terminating the Agreement.
3. In deviation from what has been provided for by statute in this regard through directory law, the Customer may only terminate a services agreement in the cases stated in these Terms and Conditions.
4. Each of the Parties may partly or completely terminate the Agreement in writing with immediate effect and without a notice of default if the Other Party is granted a provisional or non-provisional suspension of payments, if a petition for liquidation is filed with regard to the Other Party or if the Other Party's business is wound up or terminated for other reasons besides a business reconstruction or merger. Squid IT shall never be obliged on account of this termination to refund funds already received or to pay damages. In the event of the Customer's liquidation, the right to use software provided to the Customer shall be extinguished by law.
Squid IT's liability; indemnity
1. Squid IT shall not in any way be liable for any damages for imputably failing to perform the Agreement.
2. If Squid IT should be liable for any damages as a result of imputably failing to perform the Agreement, Squid IT's total liability for imputably failing to perform the Agreement shall be limited to compensating direct damage, up to at most the amount of the price (exclusive of VAT) stipulated for that Agreement. If the Agreement is primarily a continuing performance agreement with a term exceeding one year, the price stipulated for the Agreement shall be set at the total of the fees (exclusive of VAT) stipulated for one year. "Direct damage" shall solely mean:
  A. reasonable expenses which the client would have to incur to make Squid IT's performance conform to the Agreement; this alternative damage shall not be compensated, however, if the Agreement is rescinded by or at the suit of the Customer;
  
  B. reasonable expenses incurred to determine the cause and scope of the damage, insofar as the determination relates to direct damage within the meaning of these Terms and Conditions;
  
  C. reasonable expenses incurred to prevent or mitigate damage, insofar as the Customer demonstrates that these expenses resulted in mitigation of direct damage within the meaning of these Terms and Conditions.
3. Squid IT's liability for consequential damage, consequential loss, lost profits, lost savings, loss of goodwill, damage through business interruptions, damage ensuing from claims by the Customer's customers, mutilation or loss of data and all other forms of damage or injury besides, on any account whatsoever, shall be excluded.
4. The limitations mentioned in the preceding paragraphs of this article shall not apply if and insofar as the damage or injury is the result of intentional acts or omissions or gross negligence by Squid IT or its managers.
5. Squid IT's liability because of an imputable failure to perform an Agreement shall in all cases only arise if the Customer immediately and properly provides a written notice of default to Squid IT, with a reasonable time period for remedying the failure being given and Squid IT still imputably failing to perform its obligations after that period as well. The notice of default must contain a description of the breach which is as complete and specific as possible, so that Squid IT can respond adequately.
6. For any right to damages to exist, the Customer must always report the damage or injury to Squid IT in writing as soon as possible after it occurs. Any claim to damages against Squid IT shall be extinguished by the mere lapse of 24 months after the claim arises.
7. The provisions in this Article shall also apply for the benefit of all legal and natural persons utilised by Squid IT in executing the Agreement.
Force Majeure
1. A Party shall not be obliged to perform any obligation if it is prevented from doing so by a situation of force majeure. "Force majeure" shall also include a situation of force majeure for the suppliers of Squid IT.
2. If a situation of force majeure lasts for more than 90 days, the Parties shall be entitled to terminate the Agreement by rescinding it in writing. What has already been performed pursuant to the Agreement shall in that case be settled proportionately, without the Parties otherwise owing each other anything.
Privacy
1. Squid IT shall comply with the statutory obligations which it has as a processor concerning its processing personal data. Squid IT shall provide appropriate technical and organisational measures to protect personal and other data against loss or against any form of unlawful processing.
2. The Customer warrants that all statutory provisions concerning processing personal data, including provisions in or under the Personal Data Protection Act, have been strictly observed and that all prescribed registrations have been carried out and all required consents to process personal data have been obtained. The Customer shall provide Squid IT immediately in writing with all requested information in this respect.
3. The Customer shall indemnify Squid IT against all third-party claims which may be filed against Squid IT because of a violation of the Personal Data Protection Act and/or other laws concerning processing personal data which is not imputable to Squid IT.
4. The Customer shall indemnify Squid IT against all claims of third parties, including government bodies, which may be filed against Squid IT because of a violation of the laws concerning the statutory retention periods.
Applicable law and disputes
1. Dutch law shall govern the Agreements between Squid IT and the Customer. The Vienna Sales Convention of 1980 shall not apply.
2. The Dutch courts are the only competent courts in the case of disputes.

General Terms and Conditions