General Terms and Conditions
Whooz B.V. - May 2019
1. APPLICABILITY; OFFERS
1.1 These general terms and conditions are applicable to all offers (aanbiedingen) from Whooz and to all legal relationships and agreements to which Whooz is a party in the context of which Whooz delivers goods and/or services of whatever nature to the Customer.
1.2 All offers from Whooz are non-binding; Whooz shall only be bound after a written agreement has been signed by the Authorized Signatory of Whooz.
1.3 If there is a discrepancy between an English language word and a Dutch language word used to clarify it and then to the extent of the conflict only, the meaning of the Dutch language word shall prevail.
2.1 The Agreement sets forth all terms and conditions agreed upon by the parties in relation to the subject matter of the Agreement and replaces any prior Agreement between the parties regarding the same subject matter.
2.2 Neither party shall be bound or liable towards the other party for any representation or statement – except in the event of fraud (bedrog) as referred to in Section 3:44 of the Dutch Civil Code – made by any representative or person on behalf of a party that is not included in the Agreement.
2.3 All references to statutory provisions in the Agreement are also deemed to include a reference to any interim adjustment or renewal thereof.
3.1 Deviations from the Agreement shall have no effect unless agreed in writing and signed by the Authorized Signatory of Whooz.
4. PARTIES’ RESPONSIBILITIES
4.1 Whooz shall:
4.1.1 provide the Services in the Area in accordance with the Specification;
4.1.2 apply all reasonable care and expertise in the provision of the Services;
4.1.3 exercise all reasonable care and expertise when collecting and compiling data on which the Services are based or which are included in the Services;
4.1.4 only use sufficiently qualified staff in the performance of the Services;
4.1.5 make all reasonable efforts to comply with its obligations under the Agreement in accordance with the Time Schedule. The deadlines mentioned in the Time Schedule and other deadlines specified in the Agreement are not final. Whooz shall only be in default (verzuim) after written notice of default (ingebrekestelling) by the Customer and after being offered an additional term in which it failed to comply with the duty to satisfy the obligations.
4.2 The Customer shall provide Whooz with all information and support the parties have agreed upon or that is reasonably required to enable Whooz to satisfy its obligations under the Agreement, and shall make all reasonable efforts to ensure that the information provided is complete and correct and in the agreed format.
4.3 Each of the parties ensure that their members of staff, insofar as they are present at the location of the other party, will comply with all reasonable regulations of which they were properly informed.
4.4 Each of the parties guarantee that:
4.4.1 it is fully authorized and entitled to enter into the Agreement;
4.4.2 it has (and shall continue to have) all the necessary permits, permissions, authorisations and approvals necessary to satisfy its obligations under the Agreement during the Term;
4.4.3 the use of information, data, software, documentation, Scorecards and/or services as allowed by the other party through the Agreement does not infringe any Intellectual Property Rights of any third party;
4.4.4 to the extent that Material of Whooz, Data of Whooz or Derivative Products are delivered to the Customer in or on any physical media (such as data storage devices), such media will be free of any defects upon delivery. In the event of a breach of this clause, Whooz shall only be obliged to replace such defective media, unless such defects are caused by any incorrect use or misuse of the media by the Customer.
4.5 The Customer understands and accepts that the Data of Whooz and the Derivative Products used to render the Services are based on and consist of information provided to Whooz by third parties or information publicly available and that Whooz is unable to check or to verify the correctness and/or the completeness of such data. Without prejudice to the provision of article 4.1.3., Whooz does not represent or warrant the correctness or suitability of the Data of Whooz and the Derivative Products for any specific purpose and in particular does not accept liability for any incorrectness, incompleteness or other inadequacy in the Data of Whooz or the Derivative Products.
4.6 The Customer accepts that:
4.6.1 methods used for the selection of potential customers and/or existing customers do not guarantee the manner in which individual persons respond in any way, nor indicate the suitability of those individual persons for products and/or services that are or shall be offered to them;
4.6.2 systems that make use of empiric data and/or statistic data and/or data model techniques to supply indicative and/or predictive data does not constitute a representation, warranty of guarantee for a specific outcome;
4.6.3 due to the nature of the Data of Whooz and the Derivative Products, the correctness and usability can quickly deteriorate after the delivery to the Customer. Accordingly, Whooz does not give any representation, warranty of guarantee that the Customer’s utilisation of any of the Services for which such indicative and/or predictive systems or data models or techniques are used will provide any specific result for the Customer. The Customer understands and accepts the fact that the Services are not to be used as the only basis and consideration for any business decision of the Customer.
4.7 The representations and warranties that have explicitly been set out in the Agreement are the only representations and warranties the parties give each other under the Agreement relating to the subject matter. All other guarantees, representations or conditions of a similar nature, whether or not arising from the law, are excluded.
5. ADDITIONAL USERS
5.1 To the extent that the Customer shall have the right to allow Additional Users to exercise Additional Users Rights, the Customer agrees with the following:
5.1.1 the Customer ensures and guarantees that each Additional User shall observe all relevant provisions of the Agreement; and
5.1.2 the Customer fully indemnifies Whooz against any and all claims and/or claims brought against Whooz by an Additional User. Nothwithstanding the forgoing. Notwithstanding the forgoing, the Customer shall be entitled to file a claim against Whooz, with due observance of the provisions of Article 11.
6. COMPLIANCE AND CONTROL
6.1 Each party shall, in relation to the performance or the use of the Services, observe the applicable laws, statutory rules and regulations at all times, including all obligations under the data protection legislation.