Article 1 Definitions
In these General Terms and Conditions, the terms used are defined as follows:
1.1 VXT Services
Trade mark of ScreenCom B.V. and user of these General Terms and Conditions. Established at the Hoogveen 3-5 in Stadskanaal and registered at the Chamber of Commerce under number 57726159.
1.2 Customer
The counterparty of VXT Services, which has entered into an agreement with VXT Services, uses the services or the VXT software.
1.3 Services
All services that VXT Services offers to their customers such as creating content, (player) hardware and software support.
1.4 Agreement
The agreement for the use of the services or software.
1.5 Software
The digital signage content management software (VXT) developed by Samsung.
1.6 Cloud service
The software VXT developed by Samsung provided as a SaaS (Software as a Service) product.
1.7 Customer Equipment
The hardware and software which the customer is required to have in use to enable the service and the software to be provided in accordance with this agreement.
1.8 Reseller
A person or company who sells the products and licences of VXT Services to a customer.
1.9 CMS
The content management system where the customer can manage its content.
1.10 Licence conditions
The conditions that apply to all software developed by VXT Services and under which customers are granted the right to use the software of VXT.
1.11 Terms and Conditions
These General Terms and Conditions.
1.12 Website
The websites of VXT Services, https://www.vxtservices.com/
Article 2 Applicability of the Terms and Conditions
2.1 Scope of Application
These Terms and Conditions are applicable to all agreements, services and software developed by VXT Services.
2.2 Applicability to Reseller Contracts
These Terms and Conditions also apply to contracts concluded through a reseller.
2.3 Exclusivity of Terms
The applicability of any Terms and Conditions of the customer or other third party is expressly rejected.
2.4 Third-Party Involvement
These Terms and Conditions also apply to all agreements between the customer and VXT Services that are executed with the assistance of third parties.
2.5 Implicit Acceptance
The acceptance by a customer without comment and retention of a quotation or agreement which references these Terms and Conditions shall constitute approval of the application of these Terms and Conditions.
2.6 Digital Acceptance
By clicking the 'I accept' checkbox or buy button on the website, the customer agrees to these Terms and Conditions, which constitute a legally enforceable written end user agreement.
2.7 Authority to Agree
If a customer agrees to the Terms and Conditions on behalf of a legal entity they represent, then VXT Services assumes that the customer has the complete authority to enter into the agreement on behalf of the entity.
2.8 Age Requirement
By agreeing to the Terms and Conditions, the customer declares that they are over the age of 18 years.
2.9 Provision Validity and Modification
In the event that any provision within these General Terms and Conditions or the associated agreement is deemed invalid or unenforceable, all other provisions shall remain in full effect. VXT Services and the customer shall collaboratively work to replace any invalid provisions with new ones that closely align with the original intent and context.
2.10 Unforeseen Circumstances
Situations that are not provided for in these Terms and Conditions should be assessed 'in the spirit' of these Terms and Conditions.
2.11 Interpretation of Ambiguities
Ambiguities regarding the interpretation or content of one or more provisions of these conditions should be interpreted 'in the spirit' of these Terms and Conditions.
2.12 Non-Waiver of Rights
If VXT Services does not require strict compliance with these Terms and Conditions, this does not mean that these Terms and Conditions do not apply, or that VXT Services loses the right to demand strict compliance with these Terms and Conditions in other cases.
2.13 Modification Rights
VXT Services is entitled to change these Terms and Conditions. Minor changes may be made at any time.
2.14 Third-Party Compliance Updates
Changes required in connection with the rules, policies, terms and/or conditions of third parties can be made at any time. Such modifications are necessary in order to deliver the best possible services.
2.15 Written Confirmation of Exceptions
Deviations from these conditions are only binding if and insofar as they are confirmed in writing by VXT Services.
Article 3 Quotations
3.1 Non-Binding Nature of Quotations
Sent quotations in any form whatsoever are entirely free of obligation unless otherwise stated in writing.
3.2 Quotation Validity Period
The quotation is valid for 30 days after its date, unless VXT Services indicates otherwise.
3.3 Expiration of Quotation Rights
If a quotation is not accepted within the prescribed period, a customer cannot derive any rights from it.
3.4 Offer Withdrawal and Acceptance Conditions
If a customer accepts a quote, VXT Services has the right to withdraw the offer within 5 working days after acceptance. If the acceptance differs from the offer set out in the quotation, VXT Services is not bound to those differing points. In the absence of a statement to the contrary by VXT Services, the agreement will in that case not be formed in respect of those different points.
3.5 Information Accuracy and Quotation Adjustments
All quotations are based on the information provided by the Customer. The customer warrants that they will provide all relevant information in good faith. If the information is incorrect or incomplete, VXT Services has the right to change the quotation.
3.6 Non-Binding Nature of Erroneous Offers
VXT Services cannot be held to its offer if the customer can reasonably understand that the quotation, or a part thereof, contains an obvious mistake.
3.7 InFlexible Timeframes
Terms given in a quotation are indicative. If VXT Services exceeds a given term, the customer has no right to terminate the agreement nor any right to compensation, unless the parties have expressly agreed otherwise in writing.
3.8 Non-Applicability to Future Orders
Quotations are not automatically applicable to future orders.
3.9 Exclusion of VAT and Additional Costs
All quotations, invoices and fees are exclusive of VAT and additional costs.
Article 4: Closing of Agreements
4.1 Agreement to Terms
By registering via the website of VXT Services, entering into an agreement with VXT Services and/or using the software or services of VXT Services, the customer agrees to these Terms and Conditions.
4.2 Establishment of Agreement
An agreement between VXT Services and a customer is established when the customer signs the offer, order confirmation or agreement, and VXT Services has accepted the signed proposal, order confirmation or agreement.
4.3 Agreement via Website Form
An agreement is also established when the customer fills out the (free trial) form on the website of VXT Services and VXT Services has received full payment.
4.4 Implicit Agreement Formation
Furthermore, an agreement is formed if VXT Services, at the customer's request, begins the execution of the agreement or if the customer starts using the software.
4.5 Written Agreements Only
Only written agreements or commitments apply. Parties cannot claim any rights based on verbal or telephone appointments and commitments.
4.6 Telephone Agreement Confirmation
If an agreement is established by telephone, the agreement is only established after it is confirmed in writing by VXT Services.
4.7 Right of Refusal
VXT Services is entitled, without giving any reasons, to refuse an agreement.
4.8 Inclusion of Supporting Materials
All data, information, materials and documents are part of the agreement, unless the parties have agreed otherwise in writing.
4.9 Deposit Requirement
If VXT Services requires a deposit, the customer has to pay the agreed deposit. VXT Services has the right to suspend the conclusion of the agreement until the customer has paid the deposit.
Article 5: Duration of the Agreement
5.1 Agreement Duration and Renewal
To use the software, the customer must enter into an agreement for a minimum period of 1 year, 3 years or 5 years. The agreement will renew automatically for the same period, unless otherwise agreed.
5.2 Commencement of Agreement
The period referred to in paragraph 1 shall begin on the day that VXT Services has confirmed the customer's registration and the customer has received the login data.
5.3 Termination Notice
After the agreement period mentioned in paragraph 1, the customer can terminate the agreement in writing and/or by e-mail with a notice period of 1 month.
5.4 Automatic Renewal
The customer must be aware that, unless they terminate the agreement for the use of the software in accordance with this article, the agreement will automatically renew on the anniversary date of the contract for a successive contract term. The customer will be responsible for a further term of whichever period is applicable (1 year, 3 years, or 5 years), at the applicable prices.
5.5 Post-Anniversary Termination
If the customer terminates the agreement at any time after the anniversary date of the agreement, the customer will still be required to pay the fees for the remaining period of the then-current term of the agreement.
5.6 No Refunds for Early Termination
If the customer prematurely terminates the agreement, there will be no refund of already paid fees.
Article 6: Termination
6.1 Termination for Non-Compliance
If the customer does not fulfil their obligations from the agreement, the licence terms and/or these Terms and Conditions, VXT Services has the right to terminate the agreement in whole or in part, without any liabilities.
6.2 Consequences of Termination
If VXT Services terminates the agreement because a customer fails to meet their obligations, then VXT Services has the right to cease the services or block access to the software. VXT Services will charge for the remaining agreement period.
6.3 Grounds for Immediate Termination
VXT Services can terminate the agreement or block access to the software immediately if:
- The customer fails to meet their contractual obligations in part or in full;
- After entering into the agreement, VXT Services becomes aware of circumstances that give VXT Services good grounds for presuming that the customer will only meet their obligations in part or not adequately. The suspension shall only be permitted if justified by the shortcoming;
- The customer has not paid the agreed deposit in time or in full;
- The customer's undertaking ceases.
6.4 Immediate Payment Upon Dissolution
If the agreement is dissolved, the claims of VXT Services on the customer shall become immediately due and payable.
6.5 Retention of Rights
If VXT Services suspends compliance with its obligations, it retains its claims by law and under the agreement.
6.6 Termination Due to Financial Instability
In case of liquidation, suspension of payments or bankruptcy of the customer, debt or other circumstances that prevent the customer from freely disposing of their assets, VXT Services has the right to cancel the agreement without being liable for damages. Additionally, VXT Services will not refund any fees already paid by the customer.
Article 7: Execution of Agreements
7.1 Commitment to Quality
VXT Services will execute all services and agreements to the best of its knowledge and ability, in accordance with high standards and with the expertise the customer can reasonably expect. VXT Services does not guarantee that any intended result will be achieved. VXT Services cannot guarantee that it will continually achieve the desired result agreed with its software or services.
7.2 Flexible Delivery Times
All delivery times listed are never deadlines. If the delivery time is exceeded, the customer must issue VXT Services with written notice of default.
7.3 Third-Party Involvement
Given the nature of the services and for the proper performance of its agreements, VXT Services has the right to have third parties perform the services in whole or in part.
7.4 Compliance with Third-Party Rules
VXT Services is subject to and bound by rules, guidelines, policies and technology of third parties. All activities are performed in accordance with the rules and guidelines of these third parties. Having regard to the provisions of this clause, VXT Services has the right to change or to adjust its work without giving the customer the right to dissolve the agreement or claim any compensation.
7.5 Information-Dependent Execution
If the information required for the execution of the agreement or connection request is not provided to VXT Services on time or in full, VXT Services reserves the right to suspend execution of the agreement/connection request and/or to charge the customer with extra costs incurred as a result of the delay at the current market rates.
7.6 Non-Guarantee of Results
VXT Services cannot vouch for the use of the results of the agreement by the customer or third parties.
Article 8: Amendments to the Agreement
8.1 Mutual Consultation for Changes
If during the execution of the agreement it becomes apparent that it is necessary to make amendments or additions to the agreement, the parties shall enter into consultation in good time and amend the contract accordingly.
8.2 Written Consent for Modifications
Amendments or additions to the agreement are only possible with the express and written consent of VXT Services.
8.3 Right to Deny Changes
VXT Services may deny a request to amend or supplement the agreement without being in default. VXT Services is then entitled to payment for the services performed under the original agreement.
8.4 VXT Services' Amendment Rights
If it is necessary for the agreement, VXT Services is entitled to amend the agreement.
8.5 Unforeseen Circumstances
If after the conclusion of the agreement, it cannot be fulfilled due to circumstances which were not known at the time of conclusion, VXT Services has the right to demand that the content of the agreement be amended so that implementation of the agreement remains possible.
8.6 No Charge for VXT Services-Attributed Changes
If the amendment or supplement to the agreement is the result of a circumstance that can be attributed to VXT Services, VXT Services will not charge the customer for this.
Article 9: Service and Software Fees
9.1 Payment Obligation and Consequences
VXT Services will communicate the service and software fees to the customer, and the customer undertakes to pay these fees to VXT Services. If such fees are not paid in accordance with the provisions hereof and any additional terms of payment communicated to the customer by VXT Services, all further access to the software will be blocked without any notice.
Article 10: Payment
10.1 Payment Methods
The payment of invoices must be made through a digital payment processor, automatic collection or bank transfer.
10.2 Payment Terms
Invoices and deposits must be paid within 30 days after the invoice date, or after closing the agreement and/or acceptance of quotation, respectively.
10.3 Payment Schedule for Non-Software Services
If the agreement does not cover the purchase of the software but other services or products, such as hardware, installation and/or training, the price shall be payable as follows:
- 50% of the contractual price upon acceptance of quotation;
- The other 50% within 30 days after delivery or final acceptance.
10.4 Payment Schedule for Software Use
Payment for the use of the software will be due based on the selected agreement period:
- Monthly purchase: Payment required in advance monthly
- Annual purchase (1 year): Payment required annually in advance
- 3-year purchase: Payment required in advance for 3 years
- 5-year purchase: Payment required in advance for 5 years
10.5 Automatic Renewal Billing
The fee for the use of the software will be charged automatically on the anniversary date of the agreement term unless the customer has cancelled the agreement in accordance with the cancellation procedure set out in article 5. Payment of the fee will be invoiced 14 days prior to the anniversary date of the agreement term.
10.6 Digital Invoicing
VXT Services sends its invoices digitally.
10.7 Third-Party Payment Terms
For payment through third parties, the conditions and terms of those third parties apply. VXT Services is not a party in the relationship between the customer and the third party.
10.8 Non-Suspension of Payment Obligation
Any objections to the invoice amount do not suspend the customer's obligation to pay.
10.9 Late Payment Interest
If the customer does not pay on time, the customer shall be responsible for the payment of interest at 2% per month. The interest on the payable amount shall be calculated from the time at which the customer was held in default until the time of full and final settlement.
10.10 Extrajudicial Collection Costs
All costs reasonably incurred, arising as a result of extrajudicial collection of the claim, shall be borne by the customer.
10.11 Extrajudicial Cost Calculation
The extrajudicial costs are 15% of the invoice amount. If VXT Services has incurred higher costs which were necessary, these will also be borne by the customer, as will judicial and execution costs.
10.12 Interest on Collection Costs
The customer is also liable for interest on the collection costs.
10.13 Payment Allocation
VXT Services reserves the right to allocate payments made by the customer first to all interest and costs, and secondly to the longest outstanding invoices at VXT Services.
10.14 Immediate Payment Due to Financial Instability
In the event of the customer being liquidated, declared bankrupt or granted suspension of payment, the claims of VXT Services on the customer shall become immediately due and payable.
10.15 Joint Liability
In case of a jointly commissioned agreement, the customers are jointly and severally liable for payment of the invoice amount.
10.16 Work Suspension for Non-Payment
If there is a delinquency on due payment, VXT Services will cease its work until the customer has paid all outstanding amounts in full, including interest and extrajudicial costs.
Article 11 Warranties and Indemnities
11.1 VXT Services' Warranty
VXT Services warrants to and undertakes with the customer that:
11.2 Reasonable Efforts
VXT Services will use its reasonable efforts to provide the software and to exercise reasonable care and skill in accordance with the terms of the agreement;
11.3 Right and Authority
VXT Services has the right and authority to provide the software to the customer in accordance with the terms of this Agreement.
11.4 'As Is' Basis
Except for the express warranties set forth in this article, the software is provided on an 'as is' basis. The customer uses the software at its own risk.
Article 12 Hardware
12.1 All hardware products purchased from ScreenCom are subject to our terms and conditions (Dutch law) with a hardware warranty of 12 months, unless otherwise stated and from another supplier. In such cases, the conditions of the other supplier will apply. Within 12 months, the buyer is entitled to obtain free repair or replacement of products that show a lack of conformity within 12 months from delivery, provided that legal action is initiated within 6 months after the discovery of the defect. If a defect or malfunction is noticed, the buyer shall first contact ScreenCom. We then test remotely whether the problems can be solved. If this is not the case, the product shall be sent to ScreenCom's head office at the buyer's expense. ScreenCom will then investigate, repair and subsequently send the repaired or replacement product free of charge within 15 working days. If the product is damaged or broken by the buyer wilfully or due to ignorance, these costs will be charged.
Article 13 Customer Obligations and Warranties
13.1 Provision of Necessary Information
The customer shall provide VXT Services, in full and on time, with all data, materials and information, in the form and manner that VXT Services indicates as necessary for the performance of the agreement or which the customer could reasonably expect to be required, both on commencement and during the execution of the agreement.
13.2 Information Accuracy
The customer is responsible for the correctness, completeness and reliability of the information and/or materials the customer provides to VXT Services.
13.3 Copyright Compliance
The customer shall ensure that the provided information, materials or data are free of copyright or other proprietary rights. VXT Services is never liable for materials that are not free of copyright.
13.4 Lawful Use
The customer will use the service and/or software only for lawful purposes and in accordance with the agreement and/or software.
13.5 Service Suspension and Restoration
VXT Services has the right to immediately suspend any related services or software if deemed reasonably necessary by VXT Services to protect the proper interests of VXT Services or its other customers. If practicable and depending on the nature of the breach, VXT Services may (in its absolute discretion) give the customer an opportunity to cure. In such a case, once the customer has cured the breach, VXT Services will promptly restore the service(s) and/or software.
13.6 All data or content created or stored by the customer within the software and servers are the property of the customer.
13.7 The customer is responsible for backing up their data.
13.8 It is the account owner's responsibility to keep their password(s) confidential, and to change the password on a regular basis.
13.9 Account Responsibility
Customer will receive a unique account from VXT Services. The customer is responsible for its use of the software or services and all use of its account by each user accessing the software through the account
13.10 Password Security
VXT Services is not responsible for any data losses or security issues resulting from stolen passwords.
Article 14 Support and Service Terms
14.1 Included Support Services
With all the software support available online, the following is included in the expert platform on www.vxtservices.com:
- Online help, with FAQ library and (video) tutorials
- 1st line support (by online support ticket) via the support desk, during business hours from 8:30 am to 5:30 pm (CET). The customer will be helped according to a specific action plan/checklist.
- Email notification about content scheduling or the status of the campaign.
- Email notification with regular updates and bug fixes.
14.2 Support for Reseller Purchases
If the customer has made a purchase through a reseller, VXT Services provides 2nd line support during business hours from 8:30 am to 5:30 pm (CET).
14.3 Chargeable Support Activities
All support activities via the support desk will be charged to the customer as support hours, unless support is needed due to a failure on the part of VXT Services.
14.4 Additional Support Options
The customer has the option to expand support with a support contract including a service level agreement or purchase service tickets online.
Article 15 Limitation of Liability
15.1 Scope of Liability
Any liability of VXT Services is limited to what is provided in these Terms and Conditions.
15.2 Incorrect or Incomplete Data
VXT Services is not liable for any damage of any kind incurred because it is based on incorrect and/or incomplete data provided by or on behalf of the customer.
15.3 Customer Risk
The use and publication of opinions, reports and materials of VXT Services are at the customer's own risk.
15.4 Exclusion of Liability
VXT Services is not liable for any loss or damage of whatsoever nature suffered by the customer arising from or in connection with any act, omission or error made by or on behalf of the customer or arising from any cause beyond VXT Services' control.
15.5 Third-Party Acts
VXT Services is not liable for losses caused by acts or omissions of third parties.
15.6 Changes Due to Third Parties
VXT Services is not liable for changes in its operations, software or services if they need to change because of a change in the technology, policies or guidelines of third parties.
15.7 Direct Losses
VXT Services is only liable for direct losses. Direct damage is defined as:
- Reasonable costs made due to VXT Services' faulty performance in conforming to the agreement, in so far as this can be attributed to VXT Services;
- Reasonable costs incurred to determine the cause and extent of the direct damage;
- Reasonable costs incurred to prevent or limit the direct damage, as far as the customer shows that these costs have led to the limitation of direct damage.
15.8 Indirect Losses
VXT Services is not liable for indirect losses, including:
- Lost profits
- Missed savings
- Consequential losses
- Reputational losses
- Disappointed expectations or results
- Losses caused by business stagnation
15.9 Limit of Liability
If VXT Services is liable for failure, untimely or improper performance of the agreement, its liability is limited to a maximum of one time the amount of the fee charged by VXT Services to the customer for the performance of the work that has caused the loss, with a maximum of €5,000.
15.10 Expiration of Liability
Any liability of VXT Services expires after one year. Failing this will avoid any right to compensation.
15.11 Force Majeure
VXT Services is not liable in case of force majeure as defined in Article 16 of these Terms and Conditions.
15.12 Exceptions
The above is subject to exception in cases of intentional act or omission on par with gross negligence on the part of VXT Services.
Article 16 Intellectual Property Rights and Copyrights
16.1 Retention of Rights
All copyright and other intellectual property rights remain with VXT Services. Without the prior permission of VXT Services, the customer is not allowed to publish or communicate any work or parts of it.
16.2 IP Compliance and Liability
The customer declares that they do not infringe any copyright or intellectual property of VXT Services or third parties. The customer indemnifies VXT Services for all damages and claims arising from the use, duplication or reproduction of such work.
16.3 Preservation of Designations
The designation of the intellectual property rights may not be changed or removed by the customer.
16.4 Ownership and Usage Rights
All copyright and other intellectual, industrial and/or other property rights on the software or any copies that the customer makes of the software are owned by VXT Services and/or its suppliers. VXT Services permits the customer to use the software and the HTML templates (widgets) in accordance with this licence. The customer shall not copy the product manual(s), HTML templates (widgets) or materials that are associated with the software, except for their own use. The customer only becomes the owner of any existing material data carrier and does not own the software.
Article 17 Force Majeure
17.1 Suspension and Dissolution
During force majeure, VXT Services can suspend its obligations. If the period of force majeure lasts for longer than two months, either party shall be entitled to dissolve the agreement without being obligated to pay any compensation for damages to the other party.
17.2 Definition of Force Majeure
In these Terms and Conditions, force majeure is defined – in addition to that which is deemed as such by law and legal precedent – as all circumstances, foreseen or unforeseen, that are beyond the control of the user but which prevent the user from meeting their obligations. This includes strikes at VXT Services, its suppliers and other third parties.
17.3 Invocation of Force Majeure
VXT Services shall also be entitled to invoke force majeure if the circumstance preventing (further) compliance occurs after the user should have met its obligations.
17.4 Partial Fulfilment
If VXT Services has already partially fulfilled its obligations at the time the force majeure occurs, VXT Services has the right to invoice the performed or executable part, and the customer is obliged to pay this invoice as if it were a separate agreement, unless the executable part has no independent value.
Article 18 Complaints
18.1 Complaint Submission
Complaints about the performance of the agreement, services, software or invoice must be lodged in writing by the customer to VXT Services within 5 days of the faults being established or the invoice date.
18.2 Expiration of Rights
If the complaint period referred to in paragraph 1 has expired, or if the invoice date has passed, all rights thereto expire.
18.3 Non-Suspension of Obligations
A complaint does not suspend the customer's (payment) obligation unless VXT Services has informed the customer in writing that it regards the claim as being well-founded.
18.4 Resolution Options
If the customer's complaint is well-founded, VXT Services has the option to repay a proportion of the invoice, improve or re-execute the work, or re-implement all or part of the agreement or work.
Article 19 Licence Conditions
19.1 Usage Rights
All software from VXT Services (including the free trial period) should be used according to these licence conditions. The customer obtains a non-exclusive and non-transferable right to use the software of VXT Services. The granted licence may be terminated by VXT Services at any time. The customer may only use the software for strictly internal use within their own organisation.
19.2 Trial Period Applicability
These licence conditions also apply during the free trial period.
19.3 Restrictions
It is not allowed to provide the software to third parties, to adjust the software, decode, copy or abuse the software in any way. You must ensure adequate protection of access to the VXT Services software.
19.4 Penalty for Infringement
If the customer infringes these licence terms, they forfeit to VXT Services an immediately claimable – and not amenable to reduction – penalty of €5,000 per violation per day, without prejudice to VXT Services' right to claim compensation for all damages.
19.5 Prohibited Actions
It is forbidden to hire, lend, publicly present, perform, broadcast or engage in any other kind of distribution of the software. Except as permitted by applicable law, the customer will not change, analyse it with the use of reverse engineering, decompile or disassemble the software in whole or in part.
19.6 License-Display Association
Each licence shall be associated with one (1) display. Licences cannot be shared or used by more than one display but may be reassigned from time to time to new display(s).
19.7 Prohibited Actions
The customer shall not:
- Licence, sub-licence, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way;
- Modify or make derivative works based upon the Service or the Content;
- Create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device;
19.8 Usage Restrictions
The customer may use the software only for their own internal business purposes and shall not:
- Send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
- Send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights;
- Send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
- Interfere with or disrupt the integrity or performance of the software or the data contained therein;
- Attempt to gain unauthorised access to the software or its related systems or networks.
Article 20 Availability Software
20.1 Best Efforts for Availability
VXT Services is doing everything to ensure that the services and software are available and accessible. However, VXT Services does not guarantee:
- The unrestricted availability and performance of the software.
- The reliability and unbreakable security of the software.
- VXT Services is not liable for the non-functioning, unavailability or inaccessibility of the software.
20.2 Security Measures
VXT Services will do everything for the protection of the software without prejudicing the responsibility of the customer. VXT Services has a so-called SSL certificate (https connection), which is the maximum protection that can be offered if the Cloud service is purchased. With an on-site installation, it is the responsibility of the customer.
20.3 Data Recovery and Liability
The customer can never require VXT Services to recover lost or corrupted data which is the result of the use of the software. Also, VXT Services can never be liable to pay compensation to the customer for damages caused by the use of the software.
20.4 Software Modifications
VXT Services can always and without announcement improve, modify, temporarily or permanently take out of operation, restrict access to, or prohibit the use of the software or parts of it. VXT Services cannot be held liable for this.
20.5 Maintenance and Improvements
Outages or interruptions may be implemented by VXT Services when, in its reasonable opinion, they are necessary to facilitate improvements to or maintenance of the software.
Article 21 Use of the Software
21.1 Prohibited Actions
It is not permitted to perform actions that could cause damage to the software and systems of VXT Services and/or third parties.
21.2 Compliance
The customer is not allowed to use the software in violation of legal provisions, the agreement, licence and/or these Terms and Conditions.
21.3 Content Responsibility
VXT Services is not responsible for the content and accuracy of the data, information or other content that the customer enters into the software.
21.4 Intellectual Property Protection
VXT Services is allowed to take any technical measures and maintain the software for the protection of its intellectual property rights on the software or materials.
21.5 No Refunds for Downtime
If the customer cannot use and/or has no access to the software for any reason, there will be no refund for the days that the customer does not use and/or did not have access to the software.
21.6 Hardware Responsibility
The customer is responsible for the purchase of the correct hardware for the proper use and operation of the software.
Article 22 Confidentiality and Ownership of Data
22.1 Mutual Confidentiality
Both parties are obliged to protect the confidentiality of all confidential information that they obtain from each other or from other sources in the context of their agreement. VXT Services will take measures to protect the confidentiality of that information. The customer will not make any statement to third parties about the process and methods. Also, the customer is not allowed to publish any reports or other written information.
22.2 Exceptions to Confidentiality
Information deemed confidential does not include information that is already public and information that is brought into court proceedings.
22.3 Use of Acquired Knowledge
VXT Services can use any acquired knowledge and experience for other purposes, provided that no confidential information about customers or their businesses is brought to the knowledge of third parties.
22.4 Employee Awareness
Each of VXT Services and the customer hereby undertakes to the other to make all relevant employees, agents and sub-contractors aware of the confidentiality of the information and the provisions of this article.
22.5 Customer Data Ownership
For the avoidance of doubt, all customer data shall remain at all times the exclusive property of the customer and may only be used by VXT Services in order to fulfil its obligations pursuant hereto.
Article 23 Non-Transferable
23.1 The customer is not entitled to assign, transfer, licence and/or sublicence the agreement and/or the licence unless there is a signed cooperation agreement.
Article 24 Jurisdiction and Applicable Law
24.1 Applicable Law
All agreements, services, disputes, offers and invoices shall be governed by the laws of the Netherlands, even if a customer is established or residing abroad.
24.2 Exclusion of Vienna Convention
The applicability of the Vienna Sales Convention is expressly excluded.
24.3 Mutual Consultation
All disputes between VXT Services and a customer shall not be referred to court until they have done their utmost to resolve the dispute through mutual consultation.
24.4 Jurisdiction
For any dispute between a customer and VXT Services in which a solution cannot be reached by mutual agreement, the court in VXT Services' place of establishment has exclusive competent jurisdiction, unless the law requires otherwise.
24.5 Arbitration Option
The parties have the right to submit the dispute to an independent arbitration institute or mediator. The decision of an independent arbitration is binding for the parties. Dutch or English shall be the language to be used in the arbitration proceedings unless otherwise agreed between the parties.
