General Terms and Conditions Picqer B.V.
Artikel 1. Definitions
- 1.1. Picqer: Picqer B.V. as registered with the Dutch Chamber of Commerce under number 60525886 and the supplier of the Service.
- 1.2. Subscriber: the natural person or entity with whom Picqer has concluded the Agreement viz the user of the Service.
- 1.3. Service: Picqer provides and keeps available to Subscriber a service called "Picqer" which allows Subscriber to track inventory and automate warehouse operations through a browser.
- 1.4. Agreement: Picqer's General Terms and Conditions as well as the offer submitted by Picqer.
- 1.5. Party: each party in the Agreement.
- 1.6. Website: the website of the service "picqer.com".
- 1.7. General Terms and Conditions: these general terms and conditions.
Artikel 2. Scope
- 2.1. The General Terms and Conditions apply to the Agreement between Picqer and Subscriber.
- 2.2. The General Terms and Conditions also apply to any use by Subscriber of the Website.
- 2.3. Unless expressly agreed otherwise, the applicability of any other general terms and conditions is excluded.
Artikel 3. Communication
- 3.1. Any communication between Picqer and Subscriber shall be in writing, electronically or by telephone.
- 3.2. The version of the communication in question received or stored by Picqer shall serve as proof thereof, subject to evidence to the contrary provided by the Subscriber.
Artikel 4. Conclusion of Agreement
- 4.1. Statements by Picqer regarding the provision of the Service are considered an invitation to make an offer. The Agreement will be concluded by Subscriber signing Picqer's offer as well as these General Terms and Conditions.
- 4.2. Picqer has the right to refuse Subscriber without reason.
Artikel 5. Access and updates
- 5.1. During the term of the Agreement Picqer will provide the Service to the Subscriber. To this end, Picqer will provide Subscriber with the URL of the Service and a username and password.
- 5.2. Picqer has the right to modify the software of the Service from time to time in order to improve its functionality and to correct errors. Prior to a modification the Subscriber will be notified by Picqer if a modification results in a change in functionality. As the Service is provided to multiple Subscribers, it is not possible to cancel a particular modification for Subscriber only. Picqer shall not be liable for any compensation for damage in the event of modification of the Service.
- 6.1. Subscriber determines the information to be stored and/or exchanged using the Service. Picqer has no knowledge of this information. Subscriber is therefore responsible for ensuring that such information is lawful and does not violate the rights of third parties. Picqer accepts no liability for the information stored and/or exchanged using the Service. Subscriber shall indemnify Picqer against any third party claims based on the assertion that information stored and/or exchanged by Subscriber using the Service is unlawful.
- 6.2. Should Picqer become aware or come to the realization that information stored and/or exchanged by Subscriber using the Service is unlawful, Picqer will act immediately to delete or block access to that information. In such a case, Picqer also reserves the right to delete or block Subscriber's information. This at the discretion of Picqer. In no event shall Picqer be liable for any damages resulting from such actions.
- 6.3. Subscriber must keep the usernames and passwords provided by Picqer confidential. Picqer is not responsible for misuse of usernames and passwords and may assume that any Subscriber logging on to the Service is actually the Subscriber. Subscriber shall notify Picqer if Subscriber suspects that usernames and passwords have got into the hands of unauthorized persons. Picqer shall be entitled to take effective measures in such cases.
- 6.4. Subscriber shall always promptly inform Picqer electronically of any changes in name, email addresses and other data relevant to the performance of the Service by Picqer.
- 6.5. Subscriber shall refrain from unauthorized use of the Service and shall act and behave in accordance with what Picqer may expect from a careful administrator of the Service.
- 6.6. Without prejudice to its other rights under the law or the Agreement, Picqer reserves the right to suspend its obligations to Subscriber or to terminate the Agreement if the Subscriber acts, or is reasonably suspected of acting, contrary to the articles in these General Terms and Conditions without Picqer being liable to pay any compensation.
Artikel 7. Maintenance
- 7.1. Picqer reserves the right to temporarily disable the Service for maintenance, modification or improvements of the Service and Picqer's web servers. Picqer will arrange for such an outage to occur outside of business hours to the extent possible and will notify Subscriber of the planned outage in advance. Picqer shall never be liable for any damages to Subscriber due to this type of disconnection of the Service.
Artikel 8. Support
- 8.1. Subscriber may report malfunctions and questions in a manner specified by Picqer. Picqer will make every effort to answer the questions adequately and within a reasonable time.
Artikel 9. Payment
- 9.1. The fee for the Service to be provided by Picqer will be stated in the offer.
- 9.2. Payments must be made within 14 days after the invoice is submitted, unless otherwise agreed in writing. After the expiry of 30 days from the invoice date, Subscriber who fails to pay on time shall be in default by operation of law, without notice of default being required.
- 9.3. In the event of late payment, Subscriber shall be required to pay in full both extrajudicial and judicial collection costs, including the costs of lawyers, bailiffs and collection agencies, in addition to the amount due and the interest thereon.
- 9.4. The claim for payment is immediately due and payable if Subscriber is declared bankrupt, applies for a suspension of payments or if assets of Subscriber are seized, if Subscriber dies and furthermore, if Subscriber goes into liquidation or is dissolved.
- 9.5. In the aforementioned cases Picqer shall furthermore be entitled to terminate or suspend the Agreement or the part thereof not yet performed without notice of default or judicial intervention, without prejudice to Picqer's right to claim compensation for any damage it may suffer as a result.
Artikel 10. Intellectual property rights
- 10.1. All intellectual property rights to all software of the Service provided under the Agreement or made available, as well as of preparatory materials thereof, shall belong exclusively to Picqer or its licensors. Subscriber shall acquire only a right of use that is non-exclusive and non-transferable, and powers expressly granted by these terms and conditions or otherwise, and in all other respects Subscriber shall not reproduce or make copies of the Service or other materials.
- 10.2. Subscriber is not permitted to remove or change any indication of copyright, trademarks, trade names or other intellectual property rights from the software.
- 10.3. Picqer is permitted to take technical measures to protect the software of the Service. If Picqer has secured its software by means of technical protection, the Subscriber shall not be allowed to remove or circumvent this protection.
Artikel 11. Liability
- 11.1. Picqer shall never be liable for any indirect damage suffered by Subscriber or third parties, including consequential damage, loss of turnover and profit, loss of data (e-mail messages) or damage due to the disclosure thereof and immaterial damage.
- 11.2. Picqer's liability to Subscriber, for whatever reason, shall be limited per event (whereby a related series of events shall be deemed to be a single event) to EUR 500 (excluding VAT).
- 11.3. Subscriber shall indemnify Picqer against any third party claims for any reason whatsoever regarding compensation for damages, costs or interest related to this Agreement and/or the Service.
- 11.4. The previous paragraphs of this article do not apply if and insofar as the damage concerned was caused by intent or deliberate recklessness on the part of Picqer.
Artikel 12. Force Majeure
- 12.1. In the event of force majeure, which shall in any case be understood to mean civil commotion, mobilization, war, traffic congestion, strike, lockout, business interruptions, supply congestion, fire, flood, import and export obstructions and in the event that Picqer is unable to deliver by actions of Piquer’s suppliers, irrespective of the reason, as a result of which Picqer cannot reasonably be expected to perform the Agreement, the performance of the Agreement will be suspended or the Agreement will be terminated, all without any obligation to pay compensation.
Artikel 13. Duration and termination
- 13.1. The Agreement is entered into for 1 month and is tacitly renewed for the same period without notice, unless otherwise stated or otherwise agreed.
- 13.2. The Agreement may be terminated by a Party by giving 1 (one) day's notice, which notice may be given without reasons and justification.
- 13.3. If either Party fails to meet any obligation arising from any Agreement properly or within a specified period or otherwise in a timely manner, this Party shall be in default and the other Party shall be entitled without notice of default to terminate the Contract in whole or in part, without prejudice to the other rights of the terminating Party and without the terminating Party being liable for damages.
- 13.4. In the event of a dissolution or termination, as referred to in the aforementioned articles, the following obligations shall continue after the end of the Agreement: - outstanding payments; - intellectual property rights; - liability. These will continue to exist for as long as Picqer can reasonably claim their continued existence.
Artikel 14. Confidentiality
- 14.1. The parties undertake to keep confidential all confidential information received from the other party. The parties shall also impose this obligation on their employees as well as on third parties engaged by them for the execution of the agreement between the parties.
- 14.2. Information shall in any case be considered confidential if it is designated as such by either Party.
Artikel 15. Changes to the GTC
- 15.1. Picqer reserves the right to amend or supplement these General Terms and Conditions.
- 15.2. Amendments shall also apply to Agreements already entered into subject to a period of 30 days after the announcement of the amendment on the Website or by electronic message. Changes of minor importance may be made at any time.
- 15.3. If Subscriber does not want to accept a change in these General Terms and Conditions, Subscriber may terminate the agreement until the date on which the new terms and conditions become effective, or on the date of receipt of the notice if this date is after the effective date of the change.
Artikel 16. Final Provisions
- 16.1. The Agreement is governed by Dutch law.
- 16.2. Change in management or legal form shall not affect the Agreement.
- 16.3. Insofar as the rules of mandatory law do not prescribe otherwise, all disputes that may arise in connection with the Agreement will be submitted to the competent Dutch court in Arnhem.
- 16.4. Partial nullity: If any provision of the Agreement and/or the Terms and Conditions is found to be invalid, this shall not affect the validity of the entire Agreement/General Terms and Conditions.
The parties will adopt (a) new provision(s) by way of replacement, which will give shape to the intention of the original Agreement/General Terms and Conditions to the extent legally possible.
If, after reading our Terms and Conditions, you have any questions, complaints or comments regarding these General Terms and Conditions, please feel free to contact us in writing or by e-mail.
6825 ME Arnhem