Article 1. Definitions
- In these General Terms and Conditions, Pricesearch is understood to mean: the private company RvZ Ecommerce Solutions Holding BV, with its registered office and place of business in Rotterdam.
- The client is understood to mean: the natural or legal person, the joint ventures without legal personality, as well as his representative and authorized representative who have entered into or wish to enter into an agreement with Pricesearch.
- The term ‘agreement(s)’ is understood to mean: all agreements used by Pricesearch in relation to the client to which these General Terms and Conditions apply.
- A system is understood to mean: the coherent network of telecommunication infrastructure and otherwise automated connections that can provide access to the Internet or offer services on the Internet using computers, software and data files.
- Written’ shall mean: only the correspondence drawn up, dated and signed on paper; this does not include e-mail.
- A user password is understood to mean: the client’s private key, required for access to the system.
- Username means: the identification code of the individual client.
- The helpdesk is understood to mean: the supporting service provision or assistance to the client, with regard to the services offered by Pricesearch.
- IP address is understood to mean: the Internet protocol number; the unique numerical identifier that has been assigned to a computer (system) for identification purposes.
Article 2. Applicability
- These General Terms and Conditions apply to all offers, assignments and agreements of Pricesearch, as well as to the execution thereof, as far as they relate to the use of the infrastructure, services and knowledge made available by Pricesearch.
- Deviating stipulations and agreements are only legally valid if they have been explicitly agreed with Pricesearch in writing.
- The client’s own terms and conditions are only applicable as far as they do not conflict with Pricesearch’s General Terms and Conditions. In the event of a conflict, Pricesearch’s General Terms and Conditions shall take precedence, even if stipulated otherwise.
Article 3. Quotations
- All offers made by Pricesearch – in whatever form – are without obligation, unless the contrary has been explicitly stated.
Article 4. Agreements
- Pricesearch works with business accounts towards its clients: agreements concerning websites, additional services and support services.
- The agreement is only concluded after Pricesearch has accepted or confirmed an order in writing. An invoice sent by Pricesearch is equal to an acceptance. The order confirmation is deemed to reflect the agreement correctly and in full; the date of confirmation is therefore decisive.
- If the client wishes to protest against the above, he must do so in writing and within five working days.
- Each agreement is always entered into under the suspensive condition that the client appears to be sufficiently creditworthy for the financial performance of the agreement.
- For agreements for which, due to their nature and scope, no quotation or order confirmation is sent, the invoice is deemed to reflect the agreement correctly and completely, except for complaints within five working days.
- The agreement is not transferable. For the sale, rental or transfer by the client of the agreement and all products and services to which it applies, the client requires the express written approval of Pricesearch. Absence of this permission leads to nullity.
Article 5. Duration of the agreement
- The business accounts are entered into for a minimum period of one month. They will then be extended under the same conditions by a period of one month at a time, unless notice of termination has been given in accordance with the following provisions.
- The Client is obliged to give one month’s notice; the agreement must therefore be terminated at least one month before the end of the one-month contract period referred to above. Termination of the agreement must always take place in writing.
- If the agreement ends before the period for which it was concluded has expired, the client shall owe Pricesearch the full fee before that period has expired, all this with due observance of any existing statutory regulations in this respect. Any savings and benefits resulting for Pricesearch from the premature termination will be deducted from the amount of the fee.
- Both the client and Pricesearch reserve the right to terminate the agreement with immediate effect following the imposition of a guardianship on the client or Pricesearch, the cessation or transfer of his business operations, a change in the company’s objectives, and the death of the client.
Article 6. Access to databases
- Without prejudice to any statutory obligations to disclose certain data, the parties are obliged to keep the information provided by the other party confidential and the results of a confidential nature obtained by processing it.
- Because of the confidential nature of the relationship between the parties and the way in which the client can use the system, it follows that Pricesearch only has access to, or gives access to third parties to, the client’s user behaviour and his non-public databases – maintained by Pricesearch – under special circumstances, without prejudice to the provisions of paragraph 5 and Article 11, paragraphs 3 and 4. Pricesearch, as a good keeper of the information, will only give access to third parties if:
The Client has given its written permission to this effect;
This is necessary in the context of an official investigation into punishable conduct.;
- Any inspection will always be limited to the mere provision of specific relevant information. Under no circumstances will Pricesearch give (free) access to the access, data, connections, web pages and websites, or any other confidential information.
Pricesearch is authorized to have access to the client’s databases if and insofar as this is necessary for the assessment and granting of a request for access, as well as for the proper management and exploitation of the system.
Article 7. Security and enforcement
- Pricesearch is at all times entitled, before commencing or continuing with the work or services, to require the client to provide sufficient security for the fulfilment of his payment obligation.
- If the required security is not, or is insufficiently, demonstrated or the legal form of the client has changed, Pricesearch has the right to dissolve the agreement in whole or in part without judicial intervention and to take back what has already been complied with or not yet realized, without prejudice to Pricesearch Prices’ rights to payment of what is due at the time of termination of the agreement because of the work carried out or services provided and costs incurred.
- The Client is obliged to provide Pricesearch with all information and documents necessary for the proper execution of the agreement. If the client is a legal entity or a form of cooperation without legal personality, Pricesearch may request the submission of an extract from the registration with the Chamber of Commerce.
- In order to ensure that the obligations arising from the agreement between the parties are properly and fully complied with, Pricesearch is responsible for the following
to engage the services of third parties. The costs thereof shall be passed on to the Customer in accordance with the quotation provided and the provisions of Articles 16 and 17.
Article 8. Fair-use policy
- Pricesearch uses a fair-use policy. This reads as follows: the number of applications may, not on a regular basis, be more than ten times the average number of applications from the other customers with the same package.
Article 9. Use of the system
- Pricesearch commits itself to provide the necessary cooperation with regard to network security, protection of user access and protection of confidential information in general. However, the client is responsible for preventing abuse of the (personal) combination of user name and password provided to him.
- Pricesearch is entitled to make changes in or to the system without prior notice to the client. Pricesearch may also make changes to the login procedure and the user access and user name. The costs that the client may incur as a result of such changes are for his account and cannot be recovered from Pricesearch.
- The client is not allowed to use the system for unlawful, immoral and criminal behaviour. Particularly, but not exclusively, this refers to:
The (unlawful) distribution of copyrighted material;
The unlawful or punishable distribution of non-public data;
The distribution of punishable texts and audio and video material;
Breaking of computer peace (also known as ‘hacking’) via the Internet or the system in any other way;
Destruction, damage or rendering unusable of systems or automated works and/or software of others;
The distribution of pornographic material;
- The Customer is not permitted to initiate or allow processes to continue to exist which he can reasonably suspect will hinder other users of the Internet or affect the other use of the system. It is not permitted to run processes without a direct connection to the system (so-called ‘daemon threads’), with the exception of CGI processes.
- The information that the Customer distributes for commercial purposes must be in accordance with the applicable and mandatory regulations of (self-)regulatory authorities.
- It is the responsibility of the client to check used price information and the resulting price changes on a daily basis, in order to prevent possible damage.
- The client is not allowed to redistribute information from Pricesearch without the explicit permission of Pricesearch.
Article 10. Restrictions and blocking of access
- Pricesearch is entitled to limit and block the client’s access to the system if the client does not properly or fully comply with his contractual and non-contractual obligations. Restrictions and blocking of access can take place without warning and do not affect the client’s obligation to pay.
- If there is a well-founded suspicion that the conduct referred to in Articles 9.3 and 9.4 is taking place, the Customer can be disconnected from the system without being able to claim a refund of prepaid fees. The aforementioned provides Pricesearch with a ground for blocking access to the information in question, as well as for the immediate termination of his agreement with the client.
Article 11. Helpdesk
- The helpdesk provides support services to the client, during specified hours.
- The Customer cannot derive any rights from information provided by the helpdesk staff. Since the helpdesk employees are dependent on the information and conduct of the client, the – Pricesearch helpdesk is not liable for the actions of the client.
- The helpdesk’s employees are authorized to have access to the client’s (non-public) data files, insofar as this is necessary for the support.
- The client’s use of the service or assistance is deemed to be:
The client’s consent to the client’s data files being inspected by the helpdesk’s employees;
The client’s promise to cooperate in the performance of the work by the helpdesk’s employees. In accordance with Article 7.2, the required cooperation may consist of the provision of necessary information by the Customer.;
Article 12. Delivery
- Delivery times are non-binding and are only approximate. Exceeding the delivery time that is not due to intent or gross negligence on the part of Pricesearch can never give rise to any claim for compensation.
- The time of delivery is the time when the goods are present or available at a location specified by the client, as well as being operational. At the moment of delivery, the risk of the goods is transferred to the client.
- The Customer is obliged to check the delivered goods for any shortcomings immediately upon delivery or on delivery, or to carry out this check after having been informed by us that the goods are at the Customer’s disposal.
- The client must inform Pricesearch in writing of any shortcomings of the delivered goods that are present at the time of delivery, within a period of seven working days after delivery, in the absence of which complaints will no longer be dealt with.
- Pricesearch is entitled to deliver in parts (partial deliveries) which it can invoice separately.
Article 13. Force majeure (non-attributable shortcomings)
- Pricesearch takes care of the availability of the system and the fixed connections, whereby it makes every effort to offer optimal availability. However, the consequences of failure or inaccessibility of the system and the fixed connections as a result of reasonably unforeseeable circumstances are at the client’s risk.
- Defects that cannot be attributed to Pricesearch are: malfunctions in the connections to the internet, malfunctions in the telephone network of the telecommunication company(ies) involved, power failure and other malfunctions that are beyond the control of Pricesearch. This also includes failure or inaccessibility of the system and the fixed connections as a result of reasonably required maintenance, as well as for the consequences of restrictions and blockages pursuant to the provisions of Article 10.
- The consequences of any failure by Pricesearch to fulfil its obligations towards third parties, which are caused by or as a result of conduct on the part of the client, shall always be at the client’s expense and risk.
Article 14. Liability
- Pricesearch is not responsible or liable for the way in which or the purpose for which the client or any third party uses the client’s user name and password to access the internet.
- The Customer is aware of the risks involved in the digital or electromagnetic storage and transmission of information in the area of data retention and security.
- Without prejudice to the provisions of Articles 9.1 and 12.1, Pricesearch is not liable for:
The data that are stored or transferred by means of the system will be affected;
Disruption, disappearance and disclosure of confidential and/or valuable information;
Situations in which the broken security at the time of implementation could reasonably be considered sufficient, or in which Pricesearch cannot reasonably be considered capable of implementing the requested security;
Errors in the price information provided as well as errors that arise as a result of this in the implemented price rules;
Errors in recommended prices and incorrectly executed price rules.
- If damage has been caused to the client’s items, Pricesearch shall reimburse the repair and replacement costs for each event up to a maximum, equal to the amount periodically owed by the client.
- Any obligation on Pricesearch to pay compensation for damage resulting from death or physical injury shall not exceed € 5,000 per event. The amount attributable to Pricesearch in the execution of the agreement, liability for direct damage caused by and attributable to Pricesearch will always be limited to € 5,000 per event. Pricesearch shall never be liable for trading losses or other indirect losses, including losses due to loss of use, loss of profit and lost savings.
- If more than one claim arises as a result of an event as referred to in the second paragraph and the joint claims exceed the maximum amounts set for each event, the claims will be paid proportionally.
- Damage as referred to in the second paragraph suffered by a client who is not a natural person in the performance of a profession or business must be reported to Pricesearch in writing as soon as possible, but at the latest within thirty days of the occurrence of such damage.
- Damage that has not been reported to Pricesearch within that period will not qualify for compensation, unless the client demonstrates that he could not have reported the damage earlier.
- The foregoing provisions concerning Pricesearch’s liability are not applicable insofar as the damage is caused by gross negligence or intent on the part of Pricesearch’s management.
Article 15. Reservations & right of retention
- The ownership of the goods sold by Pricesearch to the client only passes from Pricesearch to the client when Pricesearch has received full payment of the agreed purchase price.
- Pricesearch is entitled to retain goods in his possession, from and for the client, until all payment obligations that the client has towards him have been fulfilled, unless the client has provided sufficient security for the fulfilment of those payment obligations.
Article 16. Copyright/Industrial Property
- As far as Pricesearch provides the client with software, this shall always take place under licence. By accepting the software provided by Pricesearch, the client accepts the applicable licensing conditions and the client shall always be obliged to act as a good licensee.
- The client is not permitted to modify, reproduce (parts of) the software in any way whatsoever (other than necessary for intended use), lend it out or otherwise provide it to third parties, except insofar as this is necessary for the use expressly permitted by the agreement.
- When copying or otherwise reproducing the software, the client is never permitted to change or remove the indications in the software regarding the authorship or the confidential nature of the software, or any other reference to Pricesearch.
- With regard to concepts, design, applications and other types of work created by Pricesearch, the parties consider Pricesearch to be the sole creator or designer within the meaning of copyright and drawing and design rights.
- The absolute rights, including copyrights and (other) intellectual rights to graphic products, equipment and software, applications, documentation and other goods – such as analyses, functional designs and reports, and all changes and additions made to them, as well as any copies of the aforementioned goods – are at all times the property of Pricesearch or its suppliers.
- Pricesearch indemnifies the client against the consequences of infringement of intellectual property rights of third parties resulting from the use of (graphic) work, software and written information made available by Pricesearch, provided that the client immediately informs Pricesearch of any claim based on this, leaves the handling thereof to him and provides him with any necessary information upon request.
Article 17. Rights of use
- The (graphic) products, software and written information provided by Pricesearch, as referred to in Articles 16 and 17, are provided to the client on the basis of a licence.
- This is a non-exclusive and non-transferable licence to use the said goods, exclusively within the Customer’s own organization.
Article 18. Prices
- Unless stated otherwise, Pricesearch’s prices are expressed in euros and are exclusive of VAT and any other levies resulting from statutory regulations. Unless otherwise agreed in writing, Pricesearch is entitled to (also) express the amounts it uses in the general European unit of account (euro).
- Pricesearch is entitled to increase the rates it charges, with due observance of any existing statutory regulations in this respect. Pricesearch shall inform the client of rate changes at least one month in advance, on the understanding that already known price increases must be reported in the order confirmation.
Article 19. Invoices and complaints
- Pricesearch’s invoices are calculated on the basis of an agreement drawn up in advance, in which the performance(s) and the indication of time are stated.
- Complaints must be submitted in writing, stating the exact nature and basis of the complaint. They will only be dealt with if they reach Pricesearch within seven working days of the invoice date or the performance in question. After the expiry of this period, complaints will no longer be dealt with, unless the client is a natural person, not in the exercise of his profession or business.
- Pricesearch shall inform the client in writing within eighteen working days of the receipt of the complaint of the finding that it is well-founded or unfounded.
Article 20. Payment and consequences of non-payment
- Payments must be made without discount or set-off and by way of advance payment in the unit of account in which the prices are expressed; all this with due observance of any existing statutory obligations in this respect. Only payments to Pricesearch itself are liberating.
- The Client is at all times obliged to pay any invoice submitted by Pricesearch within ten working days of the date of the invoice, unless client and Pricesearch have agreed otherwise in writing. The currency amount indicated on Pricesearch’s bank statements is decisive and therefore his date is considered to be the day of payment.
- If an invoice from Pricesearch is not paid within ten working days of its date, Pricesearch may (if necessary temporarily) suspend the execution of the agreement in accordance with the provisions of article 10. After expiry of the term, the client will owe interest on the outstanding amount of 2% per calendar month, part of a month counting as a full month.
- The copy of the invoice sent by Pricesearch is considered to be full proof of the guilt, the interest and the day on which the interest calculation starts vis-à-vis the client, non-consumer.
- Objections to the invoice must be reported within five working days of the date of the invoice in accordance with the method referred to in Article 18.2. Once this period has elapsed, complaints can no longer be dealt with and the client, other than a consumer, has waived his alleged rights.
- All costs of collection, including the full costs of legal assistance, both in and out of rights – granted by anyone – shall be borne entirely by the client.
- The compensation for extrajudicial costs shall be fixed at 20% of the principal sum due if this is less than € 1,000. If the principal sum due is more than € 1,000 but less than € 3,000, a percentage of 15% shall apply. For amounts of € 3,000 and above, a percentage of 10% shall apply. This fee shall always be charged to the client without any further evidence and shall be payable by the client as soon as Pricesearch has called in legal assistance, or the claim has been handed over for collection, respectively.
- All payments made by the client shall primarily serve to pay any interest and collection costs incurred by Pricesearch and subsequently to pay the oldest outstanding invoices.
- By the mere occurrence of one of the following circumstances, Pricesearch has the right to dissolve the agreement without judicial intervention, as well as to demand any amount owed by the other party on the basis of the services provided by Pricesearch in its entirety immediately, without prejudice to the right to compensation of costs, damages and interest, without any warning or notice of default being required:
The client is declared bankrupt, waives his estate, submits a request for suspension of payment or the whole or part of his property is seized;
The client dies or is placed under guardianship;
The client fails to comply with any of the obligations incumbent upon him by virtue of the law or these terms and conditions;
The client fails to pay an invoice amount or part of an invoice amount within the set period; proceeds to discontinue or transfer his business or a significant part thereof, including the transfer of his business to a company to be established or already existing, or proceeds to change the purpose of his business.
Article 21. Limitation period
- All of the client’s legal claims pursuant to an agreement subject to these Terms and Conditions are time-barred – subject to provisions of mandatory law – after a period of one year, to be calculated from the day on which fulfilment of the obligations arising from the agreement existing between the parties has become due and payable.
Article 22. Applicable law
- All offers, agreements and the execution thereof shall be governed exclusively by Dutch law, unless the client is a natural person, not in the exercise of a profession or business.
Article 23. Disputes
- All disputes – including those which only one of the parties considers as such – arising from or in connection with the agreement to which these General Terms and Conditions apply, or with the relevant Terms and Conditions and their interpretation or implementation, both of a factual and legal nature, shall be decided by the competent Civil Court.
Article 24. Validity of provisions
- If one or more of the provisions of these General Terms and Conditions are declared invalid by a court decision, this shall not affect any other provisions of these General Terms and Conditions.
Article 25. Final provisions
- These General Terms and Conditions will cancel all previous copies.
- Pricesearch has the right to change these General Terms and Conditions. Changes also apply to agreements already concluded with due observance of the following provisions.
- Changes that affect a client with whom an agreement has already been concluded shall be announced in good time in the appropriate manner. They shall take effect thirty days after the announcement or on a later date stated in the announcement.