These General Terms and Conditions apply to any offer or quotation made by ISO2HANDLE with respect to its services and form an integral part of any Agreement between ISO2HANDLE and the Client. Provisions or conditions set by the Client which deviate from, or do not appear in, these General Terms and Conditions will only be binding for ISO2HANDLE if and insofar as ISO2HANDLE has expressly accepted them in writing.
Article 1. Definitions
1.1 Account: the (personal) online environment provided by ISO2HANDLE to the Client for the purpose of using the purchased Service.
1.2 General Terms and Conditions: Provisions of this document.
1.3 Service: the provision of an online platform, with which Client can automate certain processes with respect to management system(s).
1.4 User(s): natural person(s) who, under the responsibility of Customer, has obtained access to the Service(s) of ISO2HANDLE and as such uses the functionalities of the Service.
1.5 Effective Date: the date on which the Agreement takes effect and on which the provision of the Service begins.
1.6 Intellectual Property Rights: all intellectual property and related rights, including but not limited to copyright, database rights, domain names, trade name rights, trademark rights, design rights, neighboring rights, patent rights, as well as rights to know-how.
1.7 ISO2HANDLE: the company ISO2HANDLE and all its trade names, based in Apeldoorn and registered under file number 67160492 with the Chamber of Commerce.
1.8 Updates: changes and upgrades to the Service in the context of adding functionality, for the purpose of bug fixing, improving functionality and/or fixing errors.
1.9 Client: the natural person or legal entity with whom ISO2HANDLE has entered into an Agreement.
1.10 Consultant: the natural person or legal entity with whomISO2HANDLE has entered into a Consultant Agreement.
1.11 Agreement: any agreement between ISO2HANDLE and Client under which ISO2HANDLE provides Services to Client.
1.12 Personal Data means any data relating to an identified or identifiable natural person.
1.13 Website: www.iso2handle.nl or subdomains thereof and other extensions.
Article 2. Formation of agreement
2.1 The Agreement between ISO2HANDLE and the Customer is concluded after the Customer has created an Account on the Website, the Customer has accepted the offer displayed on the Website and this has been confirmed by ISO2HANDLE in writing and/or the Customer accepts an offer from ISO2HANDLE. The amounts due are indicated on the Website and the description of the Service on the Website is binding.
2.2 Offers made by ISO2HANDLE are without obligation.
2.3 If it appears that the information provided by the Customer when applying for the Agreement was incorrect, ISO2HANDLE will be entitled to adjust the prices accordingly.
2.4 The Agreement shall run from the moment communication containing acceptance by Customer is received by ISO2HANDLE and/or the Service is technically delivered to Customer ("the Commencement Date"), unless another Commencement Date is agreed upon in writing. During the Agreement, Client grants ISO2HANDLE permission for logo use on ISO2HANDLE's website, unless otherwise provided in writing.
Article 3. Services to be provided
3.1 After the creation of the Account through the Website and the establishment of the Agreement, ISO2HANDLE will provide the Service to the Client in accordance with the Agreement.
3.2 If and to the extent required for the proper performance of the Service, ISO2HANDLE will be entitled to have certain work performed by third parties without notifying the Client. ISO2HANDLE will not charge the expenses incurred by the third party to the Client.
Article 4. Delivery of Software (As-A-Service).
4.1 To this end, ISO2HANDLE grants the Client the non-exclusive, non-transferable right to use the Service for the duration and under the terms of the Agreement. This right of use is subject to the conditions and/or restrictions set forth in these General Terms and Conditions.
4.2 The right of use referred to in the previous paragraph also includes all future updates to the Service.
4.3 Client is solely responsible for performing the appropriate actions within the Service in order for the management system(s) to be successful. ISO2HANDLE does not play an active role in the management system(s) and only provides the Service to support this process. ISO2HANDLE also does not provide consulting services related to management system(s).
4.4 Unless otherwise agreed in writing, the Customer is not permitted to apply for, sublet or otherwise make the Service available to third parties in the name of a third party. This does not include employees of the Customer's company or institution.
4.5 The Customer shall ensure, when using the Service, that all applicable legal obligations are strictly complied with.
4.6 When registering as referred to in Article 2.1, the Customer chooses its own user name and password. Customer is aware that loss of the login data may lead to unauthorized access to the Service. Customer will therefore protect the login data from unauthorized access. The Customer is himself responsible for all actions carried out in his Account via the Service, whether or not by End Users.
4.7 In addition to the previous paragraph, the Client will ensure that all End Users are aware of the restrictions on the use of the Service as stated in these General Terms and Conditions, specifically Article 8 of the General Terms and Conditions.
Article 5. Availability and maintenance
5.1 ISO2HANDLE takes technical and organizational measures to ensure that the Service will be available. However, ISO2HANDLE cannot guarantee that these measures taken will be effective at all times.
5.2 Customer is aware that the Service depends on a stable Internet connection at the location where Customer uses the Service. ISO2HANDLE cannot influence the Internet connection, network, equipment or any other Services/devices not provided by ISO2HANDLE.
5.3 ISO2HANDLE is entitled to temporarily take its Service, associated websites or portions thereof out of service for the purpose of maintenance, modification or improvement thereof, and or maintenance, modification or improvement of associated software or other facilities. ISO2HANDLE endeavors to have such out-of-use activities take place outside business hours to the extent possible. In the event that ISO2HANDLE is of the opinion that taking the Service out of operation - whether or not during office hours - is necessary for the proper operation of the Service, it will be entitled to take the Service out of operation immediately without prior notice to the Customer. However, ISO2HANDLE shall never be obliged to pay any compensation for damage in connection with such taking out of service.
Article 6. Warranties and Modifications
6.1 Customer accepts that the Service contains only the functionality and other features as Customer finds them in the Service at the time of delivery ("as is"), therefore with all visible and invisible errors and defects.
6.2 ISO2HANDLE will remedy reported problems and/or defects in the next update of the Service. In the event of urgent problems and/or defects, ISO2HANDLE will make every effort to make the update available to Customer as soon as possible.
6.3 ISO2HANDLE may from time to time modify the functionality of the Service. In doing so, Customer's feedback and suggestions are welcome, but ISO2HANDLE has the right not to implement the adjustments and will never be focused on customization. Under no circumstances can Client continue to use the old version of the Service.
Article 7. Support by ISO2HANDLE.
7.1 ISO2HANDLE provides support for delivery of the Service in the form of instructions based on a manual(s) and/or training.
7.2 ISO2HANDLE has a network of consultants affiliated with the ISO2HANDLE platform. These consultants provide support for delivery of the Service in the form of work that, in the opinion ofISO2HANDLE, is supportive and can be performed quickly, properly and easily such as answering, within a few days, technical questions by e-mail.
7.3 Further to clause 7.2, in the absence of a consultant associated with the Client, ISO2HANDLE will assign a consultant to whom the Client can turn for support in the delivery of service based on geographic location and knowledge.
7.4 Notwithstanding the provisions of the previous paragraph of this Article, ISO2HANDLE does not provide consultancy, certification support and/or customization. Client as well as End Users should address questions, comments and/or observations to their own or assigned consultant in the form of a consultant, business, certification or security expert in the first instance.
Article 8. Rules of conduct for user
8.1 By using the Service, Customer is prohibited from violating Dutch or other laws or regulations applicable to Customer or ISO2HANDLE or from infringing on the rights of others.
8.2 Whether legal or not, it is forbidden for the Client to offer, store or distribute data using the Service that:
a. are unmistakably primarily intended to aid others in violating the rights of third parties;
b. constitute a violation of the privacy of third parties, including in any case, but not limited to, the dissemination of personal data of third parties without consent or necessity or repeatedly harassing third parties with communications unwanted by them;
c. contains unsolicited commercial, charitable or idealistic communications;
d. contains malicious content such as viruses or spyware.
8.3 Customer shall refrain from obstructing other customers of ISO2HANDLE or Internet users or causing damage to systems or networks of ISO2HANDLE or other customers. Client is prohibited from starting up processes or programs, whether or not through ISO2HANDLE's systems, which Client knows or can reasonably suspect will hinder or damage ISO2HANDLE, its customers or Internet users.
8.4 If, in the opinion of ISO2HANDLE, a nuisance, damage or other danger occurs to the functioning of the computer systems or the network of ISO2HANDLE or third parties and/or to the provision of services via the Internet, in particular due to excessive sending of e-mail or other data, (distributed) denial-of-service attacks, poorly secured systems or activities of viruses, trojans and similar software, ISO2HANDLE will be entitled to take all measures which it reasonably deems necessary to avert or prevent this danger.ISO2HANDLE may recover the costs reasonably necessary associated with such measures from the Client.
8.4 The Client shall be liable for, and shall fully indemnify ISO2HANDLE against, all damages and costs incurred by ISO2HANDLE as a result of non-compliance with paragraphs 1 through 4 of this article, unauthorized use of the Service, changes to the Service and/or unlawful storage of data. The previous sentence remains in effect after termination of the Agreement.
Article 9. Personal data
9.1 Personal data may be processed with the Service. ISO2HANDLE hereby acts as a processor within the meaning of the General Data Protection Regulation; Client is to be considered the controller. The Client indemnifies ISO2HANDLE against all claims of data subjects under this law.
9.2 The personal data that ISO2HANDLE obtains from the Client will only be used for the purpose of performing the Agreement, which includes but is not limited to providing the Service.
9.3 ISO2HANDLE will process Personal Data in accordance with applicable laws and regulations, including but not limited to the General Data Protection Regulation.
9.4 Personal data will be irreversibly deleted when it is no longer necessary, unless retention thereafter is required by law.
Article 10. Intellectual property rights
10.1 All Intellectual Property Rights in all Services developed or made available by ISO2HANDLE under the Agreement shall be held exclusively by ISO2HANDLE or its licensors, unless otherwise agreed in writing.
10.2 The Intellectual Property Rights with respect to the open source software, blueprints and precursors used by ISO2HANDLE are vested in the developer of such software or other rights holder. The Client is self-responsible for compliance with the open source software licenses and indemnifies ISO2HANDLE from third party claims regarding compliance with such licenses.
10.3 The Customer shall only acquire the rights of use and powers explicitly granted in these General Terms and Conditions, the Agreement or otherwise in writing, and the Customer shall not otherwise reproduce or disclose this Service. The foregoing is an exception if the Customer has unmistakably and inadvertently failed to explicitly grant such a right. Delivery of source code of the Service is, however, only mandatory if explicitly agreed upon in writing.
10.3 Information that Customer stores or processes through the Service is and shall remain the property of Customer. ISO2HANDLE has a limited right of use to use such information for the Service, including for future aspects thereof. Customer may revoke this right of use by deleting the information in question, terminating the Agreement or notifying ISO2HANDLE in writing of the revocation.
10.4 If the Customer sends information to ISO2HANDLE, for example feedback on an error or a suggestion for improvement, it grants ISO2HANDLE an unlimited and perpetual right to use this information for the Service. This does not apply to information that the Client expressly marks as confidential.
Article 11. Logo use promotion
11.1 Client gives ISO2HANDLE permission of use logo for use commercial expressions on Internet and Social Media as long as the service is purchased.
Article 12. Reimbursement
12.1 A fee is associated with the use of the Service. Fees for providing the Service are provided through the consultant associated with the Client. All prices quoted are in Euro and exclusive of VAT.
12.2 The amounts due will be invoiced through the Consultant associated with the Client prior to each period. 12.3 The Client may try the Service, limited or otherwise, without charge for a period of twenty-one (21) days after the
Effective Date. After this trial period, Client has the option to renew the Agreement and Client must pay the fee in accordance with Article 12.1. If Client decides not to renew the Agreement, the Agreement and access to the Account will end 21 days after the end of the trial period.
12.4 ISO2HANDLE will be entitled to adjust the prices at any time. ISO2HANDLE will announce the changes in writing or via the Service at least thirty (30) days before they take effect so that Client can take note of them.
12.5 If the Customer does not wish to accept the price change referred to in the previous paragraph, it may terminate the Agreement with due observance of Article 19.3. Use of the Service after the effective date shall constitute acceptance of the amended or supplemented terms and conditions.
Article 13.Terms of payment
13.1 ISO2HANDLE shall invoice the amounts owed by the Client annually through the Consultant associated with the Client. In doing so, ISO2HANDLE may issue electronic invoices to the email address known to ISO2HANDLE through the Consultant associated with the Client.
13.2 The payment term of an invoice is fourteen (14) days from invoice date, unless otherwise agreed in writing.
13.3 If the Client has not paid in full after fourteen (14) days after the payment deadline, he is automatically in default without notice of default being required.
13.4 In the event of late payment, in addition to the amount due and the interest accrued thereon, Client shall be liable for full compensation of extrajudicial and judicial costs, including full attorney's fees.
13.5 In the event that the Customer is in default, ISO2HANDLE will be entitled to limit its services, for example by restricting access to the Service, provided that it notifies the Customer at least 48 hours in advance. Any agreed (availability) guarantees in this regard will then lapse.
13.6 If, based on facts and circumstances, there may be reasonable doubt whether the Client can meet its payment obligations, ISO2HANDLE shall be entitled to require financial security from the Client in the form of a bond for six months of service.
Article 14. Liability
14.1 ISO2HANDLE's liability for damages resulting from demonstrable failure(s) to conform to the Agreement is excluded.
14.2 Insofar as exclusion of liability is not possible under the law, ISO2HANDLE shall only be liable to the Client for direct damage resulting from an attributable failure to perform the Agreement. Direct damage is exclusively understood to mean all damage consisting of:
a. damage directly inflicted on tangible property ("property damage");
b. reasonable and demonstrable costs incurred by the Client to induce ISO2HANDLE to (again) properly perform the Agreement;
c. reasonable costs to determine the cause and extent of the damage insofar as pertaining to direct damage as referred to herein;
d. reasonable and demonstrable costs incurred by the Client to prevent or limit the direct damage as referred to in this article.
14.3 ISO2HANDLE shall in no event be liable for compensation for indirect damage or consequential damage or damage due to loss of turnover or profit, damage due to delays, damage due to loss of data, damage due to exceeding deadlines as a result of changed circumstances, damage as a result of the provision of inadequate cooperation, information or materials by the Customer and damage due to information provided by ISO2HANDLE with regard to national and/or international standards schemes and/or legislation.
14.4 The maximum amount that will be paid in the event of liability pursuant to paragraph 2 of this article is limited per event or a series of related events to the fees paid by the Customer to ISO2HANDLE under the Agreement in the past twelve (12) months (excluding VAT).
14.5 The liability of ISO2HANDLE on account of a demonstrable failure to perform the Agreement will only arise if the Client gives ISO2HANDLE immediate and proper notice of default in writing, stating a reasonable period to remedy the failure, and ISO2HANDLE continues to demonstrably fail to perform its obligations even after that period. The notice of default must contain as detailed a description of the failure as possible, so that ISO2HANDLE is able to respond adequately.
14.6 The limitation of liability as referred to in the previous paragraphs of this article shall lapse if and insofar as the damage is the result of intent or gross negligence on the part of the management of ISO2HANDLE.
14.7 The application of Article 6:271 et seq. of the Civil Code is excluded.
14.8 The Client shall indemnify ISO2HANDLE against all claims by third parties (including clients of the Client), regarding compensation for damages, costs or interest, related to the Agreement and/or the Service.
Article 15. Force Majeure
15.1 Neither party can be held to fulfill any obligation if a circumstance beyond the control of the parties, which could not or should not already have been foreseen at the conclusion of the Contract, nullifies any reasonable possibility of fulfillment.
15.2 Force majeure includes (but is not limited to): failures of public infrastructure that is normally available to ISO2HANDLE, and on which the provision of the Service depends, but over which ISO2HANDLE cannot exercise any actual power or contractual fulfillment obligation, such as networks in the Internet that ISO2HANDLE has not contracted with; failures of ISO2HANDLE's infrastructure and/or Service that have been caused by computer crime, e.g. (D)DOS attacks or successful or unsuccessful attempts to bypass network security or system security; shortcomings of ISO2HANDLE's suppliers, which ISO2HANDLE could not foresee and for which ISO2HANDLE cannot hold its supplier liable, for example because the supplier in question (also) was subject to force majeure; Defectiveness of goods, equipment, software or other source material the use of which was prescribed by the Client; Unavailability of staff members (due to illness or otherwise); government measures; general transport problems; strikes; wars; terrorist attacks and internal riots.
15.3 If a force majeure situation lasts longer than ninety (90) days, either party has the right to terminate the Agreement in writing. What has already been performed under the Agreement shall in that case be settled proportionately, without the parties owing each other anything else.
Article 16. Secrecy
16.1 The parties will treat information which they provide to each other before, during or after the performance of the Agreement as confidential if this information is marked as confidential or if the receiving party knows or should reasonably suspect that the information was intended to be confidential. The parties shall also impose this obligation on their employees as well as third parties engaged by them for the performance of the Agreement.
16.2 ISO2HANDLE will not take cognizance of data which the Customer stores and/or distributes through ISO2HANDLE's systems, unless this is necessary for the proper performance of the Agreement or ISO2HANDLE is obliged to do so under a statutory provision or court order. In such a case, ISO2HANDLE will make every effort to limit knowledge of the data as much as possible, insofar as this is within its power.
16.3 The obligation of confidentiality shall survive termination of the Agreement for any reason, and for as long as the providing party can reasonably claim the confidentiality of the information.
Article 17. Duration of agreement
17.1 The Agreement is entered into for the term stated in the offer. If no term is stated, the Agreement is entered into for the term of twelve (12) months.
17.2 If the Agreement is a continuing performance agreement, in the absence of a written notice of termination in due time before the end of the aforementioned period, it shall be tacitly renewed for the same period, subject to the notice period, unless otherwise agreed in writing.
17.3 Both parties shall give thirty (30) days' notice.
17.4 ISO2HANDLE may immediately suspend or terminate the Agreement in writing if at least one of the following special grounds applies:
a. Client is in default with respect to a material obligation;
b. Client's bankruptcy is filed;
c. Client has filed for suspension of payments; d. Client's operations are terminated or liquidated.
17.5 If ISO2HANDLE suspends performance of its obligations, it shall retain its claims under the Agreement, including the claim to payment for the services that have been suspended.
17.6 If the Agreement is terminated or dissolved, ISO2HANDLE's claims against the Client shall be immediately due and payable.
17.7 The right to suspend in the above cases applies to all Agreements concluded with the Customer simultaneously, even if the Customer is only in default with respect to one Agreement, and without prejudice to ISO2HANDLE's right to compensation for damages, lost profits and interest.
17.8 Thirty (30) days after termination of the Agreement,ISO2HANDLE will delete the Account and the data stored through the Service from its servers.
Article 18. Modification of conditions
18.1 ISO2HANDLE reserves the right to change or supplement the Service and and these General Terms and Conditions. Amendments shall also apply with respect to Agreements already concluded subject to a period of thirty (30) days after publication of the amendment.
18.2 Changes will be announced via the Service or by email to the Customer, or any other channel that ISO2HANDLE can prove the announcement has reached the Customer. Non-substantive changes of minor importance may be made at any time and do not require notice.
18.3 If the Client does not wish to accept a change, the Client must notify ISO2HANDLE in writing within fourteen (14) days after publication, giving reasons. ISO2HANDLE may then reconsider the amendment. If ISO2HANDLE does not subsequently withdraw the change, the Client may terminate the Agreement by this date until the date on which the new Terms and Conditions become effective.
Article 19. Other provisions
19.1 The Agreement shall be governed by the laws of the Netherlands.
19.2 To the extent not otherwise prescribed by the rules of mandatory law, all disputes that may arise in connection with the Agreement shall be submitted to the competent Dutch court for the district in whichISO2HANDLE has its registered office.
19.3 In these General Conditions, "in writing" includes communication by e-mail provided that the identity of the sender and integrity of the content are sufficiently established.
19.4 If any provision of the Agreement is found to be invalid, this shall not affect the validity of the Agreement as a whole. The parties will in that case adopt (a) new provision(s) to replace it, which as far as is legally possible will give shape to the intention of the original Agreement and General Terms and Conditions.
19.5 Information and communications, including price indications, on the Website are subject to programming and typing errors. In case of any inconsistency between the Website and the Agreement, the Agreement shall prevail.
19.6 The log files and other records of ISO2HANDLE, electronic or otherwise, constitute complete proof of ISO2HANDLE's statements and the version of any communication, electronic or otherwise, received or stored by ISO2HANDLE will be deemed authentic, subject to evidence to the contrary to be provided by the Client.
19.7 The parties shall always promptly notify each other in writing of any changes in name, postal address, e-mail address, telephone number and, if requested, bank or giro account number.
19.8 ISO2HANDLE is entitled to transfer its rights and obligations under the Agreement to a third party that takes over the Service or relevant business activity from it.
