GENERAL TERMS AND CONDITIONS

 

General sales and delivery conditions of the private company with limited liability WePrevent Netherlands B.V. with its registered office and principal place of business in Amsterdam, registered in the trade register of the Chamber of Commerce on October 22, 2015 with number 64396711.

 

  1. Definitions

In these terms and conditions, the following definitions will apply:

 

  1. “terms and conditions” means these general sales and delivery conditions of WePrevent.
  2. “article” means an article included in these terms and conditions.
  3. ”location “: the physical environment in which the system is drawn up and will be connected to the data communication facilities.
  4. “client/clients”: all (legal) persons including their legal successors, representatives and delegates which order WePrevent to provide services or request a quote hereto.
  5. “contract” means the written agreement concluded between parties.
  6. “parties” means WePrevent and the client together.
  7. “product” means equipment, software and/or adjustments to programs, implementation of networks, advice including help desk functions, offering online security services and other agreed activities and goods of equal nature.
  8. “system”: computer equipment and peripherals enabling client to access the data communication facilities of WePrevent.
  9. “WePrevent”: the private company WePrevent Netherlands B.V. with limited liability established statutory to Amsterdam and/or its legal successor(s) and/or its designated (legal) persons.

 

  1. Applicability
  1. These general conditions apply to:
    • all agreements that WePrevent closes with her clients.
    • all quotes that WePrevent offers to (potential) clients.
  2. Before the contract is concluded the text of these general conditions will be handed over to the customer. If this is not reasonably possible before the contract is concluded, there will be indicated that the terms and conditions are to be requested and seen at WePrevent and will be forwarded free of charge as soon as possible at clients request.
  3. The applicability of any general (purchasing) conditions of the customer are excluded, unless explicitly agreed otherwise in writing.
  4. If any provision of these terms and conditions and/or a provision of a written agreement between WePrevent and a client should be void or destroyed, the remaining provisions of these terms and conditions and/or the Agreement will remain in full force and effect. Parties are then required to replace the invalid or destructible that provision in a manner that most closely reflects the intent of the invalid or destroyed provision.
  5. Limitations of liability that are related to amounts, apply to the total liability of WePrevent and the third parties engaged by WePrevent together and do not accumulate per party involved.

 

  1. Quotes
  1. All offers and quotations are without obligation unless explicitly stated otherwise in the offer in writing.
  2. Quotes expire no later than 25 days after the date of the quotation; WePrevent is only bound to its tender if it is accepted by the client in writing within 25 days.
  3. By way of derogation from the provisions of article 6:225 paragraph 2 civil code WePrevent is not bound to changes made to the quotation by the client upon acceptance of the quotation, unless these changes explicitly and in writing or by email have been confirmed by WePrevent.
  4. Prices quoted by WePrevent are based upon performance of the contract in normal working hours and exclusive travel expenses, VAT and other government levies, unless otherwise indicated.

 

  1. Obligations WePrevent

 

  1. WePrevent will deliver the Products on time, the delivery time is agreed upon in the contract.
  2. Client may not claim compensation for any damage caused by non-delivery of a Product. In the event of interruption of delivery of a Product, in which the cause is culpable to WePrevent, WePrevent will grant compensation on the agreed fee per month in proportion to the duration of the interruption.
  3. WePrevent will make a maximum effort to deliver its Product as agreed.
  4. WePrevent will not share camera images of the client to third parties unless WePrevent is required to do so under the law or at the written request of the client.
  5. WePrevent shall carry out the following activities and services:
    • Monitoring of server and application processes (ping, http, application WePrevent). More on request.
    • At the same time real time viewing of camera images of the various object locations.
    • In consultation and agreement with the client make amendments for security.
    • Take action in the event of server intervention and/or services.
    • Manage all processes that require root access.

All other issues should be carried out by the customer itself. Please note that in the event the client has ordered a “managed backup” WePrevent will make a copy of the data of the client to the backup server. This copy will be kept one week. It has been found out that the copies are not always reliable. Considering the vast amount of copies made WePrevent cannot check the copy. Therefore WePrevent accepts no liability for the success or failure of copies (see also Article 8a).

 

  1. Client Obligations
  1. Client will always immediately notify WePrevent in writing of any changes in name, address, e-mail address and bank account number when prompted. This communication is done by specifying an effective date, failing which the date of receipt of the communication by WePrevent will apply as effective date. WePrevent is not responsible for late or not properly or not reporting changes in the situation of and by the client and cannot be held responsible for consequences arising.
  2. Client will refrain to hinder other clients or internet users or to damage the system. The client is forbidden to start processes or programs (whether or not through the system) of which the client knows or can reasonably suspect that this could bother or harm WePrevent, other clients or internet users.
  3. Client will indemnify WePrevent of all legal claims with respect to saved video images, data, information and the like by the client.
  4. In addition to obligations under the law damage which is caused by the incompetence of client or not acting in accordance with the above points b. and c. is for the account of the customer.

 

  1. Access regime
  1. Client does not have access to the location of the servers of WePrevent.
  2. Client does not have access to the Product and System of WePrevent, except on user-level unless otherwise has been agreed.

 

  1. Default
  1. WePrevent reserves the right to close the Product after written notice in case of non-performance or non-payment by the customer. In addition, WePrevent reserves the right to remove or to close a client which is jeopardizing the functioning of WePrevent and/or its users.

 

  1. Liability
  1. WePrevent is not liable for damage to equipment and/or software as a result of software designed to create damage, for example computer viruses. WePrevent is allowed to use antivirus software to limit the damage to its systems and remove or isolate infected files as it sees fit.
  2. WePrevent is not liable for indirect damages, including, but not limited to: consequential damage, lost profits, lost savings and damage due to business stagnation.
  3. WePrevent is not liable for damage caused by third parties arising from the use of the Product.
  4. The possible liability of WePrevent is limited in all cases to a total of no more than the invoice value of the part of the agreement to which that liability arises.
  5. WePrevent is not liable for damage to the Product caused by third parties who are not employed under the responsibility of WePrevent.
  6. WePrevent is not responsible for the failure of equipment of the client and loss of login codes.
  1. Payment
  1. Client must meet written out invoices by WePrevent with payment of the total amount. Payment must be made no more than 30 days after the invoice date, unless otherwise agreed upon in writing. After the expiry of 30 days after the invoice date the client will be in the event of late payment, after formal notice, legally in default and will bear on the outstanding invoice amount an interest at the rate of 1.0% per month in which a part of a month applies as a whole month. Furthermore, in such cases WePrevent will be entitled to increase the amount due by the client with extra-judicial collection costs in accordance with the guidelines determined in the Staffel Extrajudicial Collection costs (BIK) of July 1, 2012.
  2. Payments by the client will stretch always at settlement of all interest and costs in the first place and in the second place of the payable invoices which have been outstanding the longest, even if the client mentions that the satisfaction relates to a later invoice.
  3. Payment must take place without discount or set off.
  4. WePrevent is allowed to ask for an advance without giving reasons for projects conducted for the client.
  5. If the client is in default with respect to its obligations as agreed upon in the relationship with WePrevent, what he is owed under that relationship will be immediately due and payable. At default of the client WePrevent will be entitled to its option to realize all in the context of that relationship provided securities or portions thereof, in order to claim from the proceeds which WePrevent according to its administration is due, including the legal interest and costs to be specified by WePrevent.

 

  1. Retention of title

 

  1. WePrevent retains the ownership of all products until the customer has fulfilled all its financial obligations resulting from the agreement, including what client due to its failing in its obligations owes, unless otherwise agreed with the client.

 

  1. Intellectual property
  1. Client obtains a non-transferable right to use the Product provided by WePrevent.
  2. The client is not allowed to sell, in whole or in part, to lend or to multiply or change for any reason equipment supplied by WePrevent of third parties to client, or by WePrevent developed products, without the prior written permission of WePrevent.
  3. WePrevent is not allowed to resell, lend, or for any reason to multiply or change image material and/or data files from the client placed on the servers of WePrevent, or its partners, strategic or legal partners, without the prior written permission of the client, unless otherwise agreed with the client.

 

  1. Data Protection & privacy
  1. Parties are required to maintain confidentiality of all confidential information which it carries on within the Agreement from each other or from another source. Information will be considered to be confidential if the other party has indicated so or if this results from the nature of the information.
  2. WePrevent can process data from client for the collection of receivables (including third parties for those claims), as well as for the (whether or not carried out by third parties) analyses of the creditworthiness of Client.

 

  1. Force majeure
  1. WePrevent is not liable for consequences caused by force majeure, including in any case decisions and measures of the Government, international conflicts, violent or armed actions, working irregularities, exclusions and boycott, fire and disruptions in energy supplies, communication links or in equipment or software.
  2. If the force majeure condition maintains fourteen days, Parties have the right to dissolve the agreement. In cases of force majeure, the customer has no right to compensation, even if WePrevent may have any advantage of this.
  3. WePrevent is not liable for (consequence) damage resulting from force majeure. As such must be considered among other things the inaccessibility of the system by not to WePrevent attributable power outages and disturbances and maintenance to equipment and/or software.
  4. If there is a suspicion that unauthorized persons have obtained access to an application server and the performance of the network thereby could be harmed WePrevent reserves the right to temporarily disable this server or the available bandwidth limit. Once at the discretion of WePrevent the server is operating normally, it can be reconnected. WePrevent is not liable for damage caused by unauthorized persons and third party attacks on our products.
  5. If a situation as mentioned in this article 13 arises, the client will be informed by WePrevent without any delay both orally and in writing.

 

  1. Termination 
  1. Client at all times is allowed to end the agreement by termination; the previously agreed notice period must be held.
  2. If WePrevent enters into an agreement on a long-term project with client, interim termination of the agreement by the client the work already done will be immediately due and payable. When calculating the invoice amount of the work performed, if not already specified, will be invoiced in proportion.
  3. If one of the parties is declared bankrupt or is in suspension of payments, both parties have the right to dissolve the agreement without judicial intervention, without being obliged to any additional compensation having regard to the provisions in Article 9.

 

  1. Final provisions
  1. To all agreements, to which these general conditions have been declared applicable, Dutch law is applicable. The application of the Vienna Sales Convention is excluded. All disputes arising out of or in connection with the agreements, as far as the rules of imperative law not otherwise require, will be submitted to the competent court in Amsterdam.
  2. In the event that there are several agreements, contracts or conditions apply, the following order applies:
    • agreement;
    • general terms and conditions;
    • terms and conditions client.
  3. WePrevent has the right to change these terms and conditions. A change will not enter into force before 14 days after notification to client. The client may terminate the agreement from the date that the change came into effect. Contracted projects with client will be paid on a pro rata basis.
  4. Change in governance or legal form does not affect these terms and conditions.
  5. In all cases these general terms and conditions do not provide the decision rests at WePrevent.