General terms and conditions

1. General and definitions

1.1 These General Terms and Conditions apply to all offers and Agreements between eConnect and the Customer.

1.2 In these General Terms and Conditions the following definitions apply:

• General Terms and Conditions: these General Terms and Conditions;
• eConnect: the private company eConnect International B.V. (or its legal successor), also acting under the (trade)name eConnect.
• Client: the party that (wishes to) conclude an agreement with eConnect and the employees that are employed by it or are engaged by it.
• Agreement: Agreement for the provision of online Software-as-a-Service to the Client.
• Service: the service offered via an online Platform of eConnect, among other things, the performance of Peppol e-invoicing services and related services.
• Platform: the eConnect Platform consisting of an infrastructure to and from various WEB environments and applications powered by eConnect.

1.3 Any agreed deviations from these conditions shall apply only to that particular separate Agreement.

1.4 If for any reason eConnect cannot rely on any provision of these General Terms and Conditions, the other provisions shall remain in full force and the invalid provision shall be replaced by a provision that comes closest to the intention of the parties.

1.5 The Customer shall not be justified to transfer any rights or obligations under the Agreement or the Agreement as a whole to a third party.

2. Quotations and formation of agreements

2.1 All offers or quotations are without engagement unless they contain a term for acceptance. If an offer contains an offer without engagement and this is accepted, eConnect shall be entitled to withdraw the offer within two working days after receipt of the acceptance. Estimates, catalogues, among other documents provided by eConnect shall remain the (intellectual) property of eConnect.

2.2 Articles 6:227b paragraph 1 BW* and 6:227c BW* shall not apply.

*BW: Dutch Civil Code

3. Prices and payment

3.1 All prices exclude VAT and are in euros.

3.2 A payment term of fourteen (14) days from the invoice date applies to the Customer.

3.3 Any extrajudicial collection costs shall be claimed from the Customer and shall be at least 15% of the total amount due.

3.4 If, during the term of the Agreement, the date of 31 December is reached, eConnect is entitled to index the agreed fees. Indexation is based on the CBS Services Price Index for the preceding period from July to June, series 2015=100.

3.5 eConnect is entitled during or after entering the Agreement, before (further) performance, to demand from the Customer (additional) security so that both payment and other obligations will be met.

4. Intellectual Property

4.1 All IP rights on all Services, content, applications, (user) content, product specifications, drawings, designs, sketches, models and the like developed and/or made available by eConnect pursuant to the Agreement shall be held exclusively by eConnect or its possible licensors, unless explicitly agreed otherwise in writing.

4.2 Property rights of Software or Services are never transferred to the Customer, only rights of use are made available to him, whether or not under a Licence. In case of user content uploaded by the Customer, all Intellectual Property Rights are held by both eConnect and the Customer.

4.3 The Customer shall keep all information of a confidential nature related to the execution of the Agreement confidential and shall not disclose it to third parties.

4.4 The Client agrees that his company name, logo and/or logotype can be used as reference and can be made public as such. The Customer may submit a request via info@eConnect.eu for the purpose of not displaying a company name, logo and/or logotype.

5. Delivery

5.1 The Service is offered by eConnect in the state in which it is at the time of delivery ("as is").

5.2 eConnect exerts all reasonable care and skill in providing the Service, but does not guarantee that the content stored or accessed by the Customer through the Service is protected against accidental damage, loss or destruction, or against removal in accordance with this Agreement.

5.3 The Customer is responsible for the correctness of the documents provided by them to eConnect.

5.4 The balance credit purchased by the Customer for the use of the Service remains valid indefinitely and is not exchangeable for money. The amount of a negative balance shall be due and payable by eConnect immediately from the moment of its creation. However, in case of a negative balance, eConnect shall only claim towards the Customer the payment of interest and other costs from the moment of a first reminder to the Customer.

5.5 Without prejudice to the situation of force majeure, eConnect guarantees - unless otherwise agreed - an availability of the Service of at least 95% of the agreed contract duration - or failing that, per year. Non-availability of up to 5% shall not constitute a failure on the part of eConnect.

5.6 eConnect shall be entitled, if it sees reason to do so, to remove the content of the Platform - for instance because of its illegal, discriminatory or unnecessarily hurtful character.

6. Customer's obligations

6.1 The Customer guarantees at all times that the use of data provided by him or otherwise, does not violate legal regulations or rights (of intellectual property) of third parties. The Customer shall indemnify eConnect against all claims of third parties in that respect and shall reimburse all costs resulting therefrom (including full attorney's fees) to eConnect.

6.2 The Client shall ensure a proper software environment: shadow running, an adequate backup system, proper system management, protection of uploaded content and security of used passwords for the Service.

6.3 The Customer shall refrain from unauthorised use of the Service, for a purpose other than agreed, which causes or may cause damage to the Service and/or other customers and/or overload and/or a malfunction. The Customer is also not allowed to make the use of the Service available to a third party directly or indirectly in any way.

7. Complaints

7.1 Any complaints (also about invoices) shall only be dealt with by eConnect if they have reached eConnect in writing directly within eight (8) days after a defect could reasonably have been detected, accurately stating the nature and ground of the complaints.

7.2 After expiry of this term, the Customer shall be deemed to have approved the delivered goods, respectively the invoice, and the right to complain about a performance (or non-performance) by eConnect shall lapse.

7.3 The Client shall in no case be entitled to suspend the fulfilment of its obligations.

8. Liability

8.1 The liability of eConnect on account of an attributable failure in the performance of the Agreement or on any legal ground whatsoever shall - except in case of intent or conscious recklessness on the part of eConnect - be limited to compensation of only direct damage and to a maximum amount equal to the amount paid by the Client in the month preceding the damage-causing event and never more than the amount covered in a given case by the liability insurance of eConnect.

8.2 The liability of eConnect is excluded for indirect damages such as consequential damages, lost profits, missed savings, diminished goodwill, etc.). If eConnect is sued by third parties, who are not a party to this agreement, in that respect for damages, of any nature whatsoever, the Customer shall indemnify eConnect for such damage claims, unless there is intent or conscious recklessness on the part of eConnect.

8.3 eConnect shall not be liable for damages resulting from the use of the websites or (user) content to which it refers on its website(s) or Platform.

8.4 A claim for compensation expires by the mere expiry of twelve (12) months after the claim arose.

8.5 By force majeure is to be understood: every circumstance independent of the will of the parties or unforeseen circumstance, as a result of which compliance with the agreement can in reason no longer be demanded of eConnect by the other party, such as strike, excessive absenteeism of personnel, business interruptions, internet or other network failures, natural disasters, as well as imputable shortcomings by its suppliers, as a result of which eConnect cannot (any longer) comply with its obligations towards the Customer.

8.6 If a force majeure situation occurs, eConnect shall not be liable for the damage suffered by the Customer due to the failure and eConnect shall be entitled to suspend the performance of the agreement or to definitively terminate the agreement, without being liable for damages.

9. Processing of personal data

9.1 Within the framework of the execution of the Service under the Agreement, eConnect gets to know and processes personal data for the Customer. Due to this fact, a processing agreement is attached to these general terms and conditions. When the Customer agrees to the general terms and conditions, the Customer therefore also agrees to the processor agreement.

10. Modifications of the general terms and conditions

10.1 eConnect is entitled to make amendments to these general conditions. eConnect shall send the amended conditions to the Customer in due time. If no time of entry into force has been communicated, the amendments shall enter into force towards the Client as soon as the amendment has been communicated to him.

Version Aug. 2020