General terms and conditions | SqueezelyVersion 1.0 | September 6th 2017
These terms and conditions apply to all quotations, agreements and services provided by Squeezely BV, established at the Koninginnegracht 5 in The Hague and registered with the Dutch Chamber of Commerce under registration number 66994292 (“Squeezely”).
Squeezely provides a data management platform which enables marketers to deliver tailored consumer experiences that drive revenue with data-driven content, commerce and marketing decision making. Please visit www.squeezely.tech for detailed information.
Article 1. Definitions
All capitalized terms in these general terms and conditions, both in the singular and plural, are understood to have the meaning as described in this article.
- Affiliated Companies: any legal entity that is controlled by one of the parties, or controls one of the parties, where ‘control’ means direct or indirect ownership of more than 50 percent of the other entity’s voting rights.
- Agreement: any accepted quotation or other offer made by Squeezely, these terms and conditions and any attachments to the quotation or the offer.
- Confidential information: any information provided in any form whatsoever, either orally or in writing, electronically or in print (i) that is marked as confidential, or (ii) which the parties should reasonably understand to be regarded as confidential.
- Customer: any legal person or natural person acting in the course of his profession or business that enters into – or has entered into – an Agreement with Squeezely.
- Employees: any natural person employed or contracted by Squeezely or its Affiliated Companies, or any natural person who was employed or contracted by Squeezely or its Affiliated Companies less than one year ago.
- End Users: any end user of the Platform, including the Customer and anyone who makes use of the Platform on behalf of the Customer, such as employees or contractors of the Customer.
- Fair Use: normal use of the Platform that does not significantly exceed normal customer usage patterns. The Customer will be considered to exceed normal customer usage patterns if the Customer uses more than twice the amount of data traffic and/or storage space used by other customers under similar circumstances.
- Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to copyrights, database rights, domain name rights, trademark rights, brand rights, model rights, neighbouring rights, patent rights and rights to know-how.
- Materials: all materials, such as websites, (web)applications, software, documentation, training materials, logo’s, reports, concepts, images, texts and all other intellectual creations, as well as data carriers and media on which the materials are stored.
- Office Hours: the time between 9:00 to 17:00 (CET) on Monday to Friday, excluding official Dutch holidays.
- Platform: the cloud-based data management platform of Squeezely made available to the Customer under the Agreement.
- Profiles: the unique profiles of identified internet users that can be tracked by the Customer via the Platform.
- Services: any services that Squeezely provides – or has an obligation to provide – to the Customer under the Agreement, such as making available and maintaining the Platform, and/or providing support and trainings regarding the Platform.
Article 2. Conclusion and priority
- Any quotation or other offer made by Squeezely is non-binding and valid for 30 days.
- If the Customer does not formally accepts an offer, but nevertheless agrees to or creates the impression that Squeezely performs activities that fall within the scope of the offered Services, the offer will be deemed to have been accepted.
- If the Customer requests Squeezely to provide certain Services without awaiting a formal quotation of Squeezely, the Customer shall compensate Squeezely against the customary rates of Squeezely for the specific Services.
- If the acceptance (whether on minor points or not) deviates from the offer, Squeezely shall not be bound by it. In such case the Agreement shall not be concluded, unless Squeezely explicitly indicates otherwise.
- The following ranking (from high to low) shall apply in the event of contradictions or inconsistencies between the provisions in the applicable documents:
- the data processing agreement (if applicable);
- the quotation or the offer;
- any attachments to the quotation or the offer;
- these general terms and conditions.
Article 3. Performance of the Agreement
- As soon as possible after conclusion of the Agreement, Squeezely shall provide the Services to the Customers. Dates and time limits mentioned by Squeezely are estimates and shall not be regarded as final deadlines.
- The Customer is obliged to assist Squeezely insofar this is reasonably necessary and desirable to enable timely and correct performance of the Agreement. This means, inter alia, that the Customer:
- shall provide all information and other materials of which Squeezely indicates that it is required, or of which the Customer should reasonably understand that is it necessary for the performance of the Agreement; and
- shall grant Squeezely access to all locations, services and accounts (such as web hosting accounts) under its control insofar this is reasonably required for the performance of the Agreement.
- The Customer represents and warrants that the information and materials provided to Squeezely are complete and correct. Squeezely is entitled – but is not obliged – to verify the information and materials provided by the Customer.
- If the information and other materials necessary for the execution of the Agreement are not at Squeezely 's disposal, or not in time or not in accordance with the arrangements, Squeezely shall, without prejudice to its other rights and remedies, be entitled to suspend the execution of the Agreement, or to wholly or partially terminate the Agreement.
- Squeezely will take into account reasonable requests of the Customer in the performance of the Agreement, or explain why the request cannot be met. If the Customer insists on execution of the request, Squeezely will have the right to terminate the Agreement, or to carry out the request under the responsibility and risk of the Customer. Squeezely can always require that a separate written agreement be entered into for that purpose.
- If and when Squeezely provides Services on the premises of the Customer, or on another location appointed by the Customer, the Customer shall make available all reasonably desired facilities and resources (including its personnel) free of charge.
- Squeezely will have the right to engage third parties in the performance of the Agreement. The related costs shall be borne by Squeezely, unless the parties explicitly agreed otherwise.
Article 4. Additional requests
- In the event that the Customer requests for services or activities that fall outside the scope of the Agreement, the Customer will pay for such services or activities retrospectively on the basis of actual costs, at Squeezely’s customary rates.
- Squeezely is not obliged to carry out additional requests and may demand that a separate Agreement is concluded for this purpose. The Customer accepts that its requests may influence the agreed or expected time of delivery and the mutual responsibilities of the parties.
Article 5. Configuration and account
- Unless otherwise agreed upon, the Customer will be responsible for the configuration of the Platform. After configuration, the Platform can be accessed by entering account details (i.e. username and password).
- The Customer shall keep login credentials confidential and is aware that the loss of login credentials may lead to unauthorized access to the Platform. The Customer shall only allow employees access to the Platform and shall not disclose or transfer the login credentials to a third party.
- If login credentials are accidentally disclosed or otherwise become known to a third party, the Customer shall immediately inform Squeezely and take all measures to prevent misuse of the Account.
- All actions undertaken from an account of the Customer will be regarded as taking place under the responsibility and risk of the Customer. The Customer shall immediately report any (suspected) misuse of the account to Squeezely so that appropriate measures can be taken, notwithstanding its own duty to immediately change the password for the account.
Article 6. Use of the Platform
- The Customer represent and warrants that the Platform will not be used in violation of applicable law, the Agreement or any third party rights (such as Intellectual Property Rights). The Customer shall indemnify and hold Squeezely harmless from and against all claims and damages related to the aforementioned representations and warranties.
- If Squeezely observes or is notified by a third party of any (suspected) unlawful or unauthorized use of the Platform, Squeezely shall have the right to take all reasonable measures to stop the (suspected) unlawful or unauthorized use. Squeezely is not liable for any damage resulting therefrom.
- The Customer is not permitted to use the Platform in a manner that causes hindrance for other customers or end users, or that may damage systems and networks of Squeezely or third parties. This includes the use of scripts or programs for up- or downloading large amounts of data or excessively often accessing the Platform.
- The Customer shall inform the End Users on the contents of these general terms and conditions and ensures compliance therewith. The Customer shall indemnify and hold Squeezely harmless for any claims and damages resulting from any breach of these general terms and conditions by the End Users.
- Squeezely may impose a limit on the amount of Profiles the Customer is allowed to track via the Platform. Squeezely will have the right to charge an additional fee if the set limit is exceeded. The applicable rates will be communicated via the Website.
Article 7. Availability and maintenance
- Squeezely will make all reasonable efforts to keep the Platform available as much as possible, but cannot guarantee uninterrupted availability.
- Squeezely actively maintains the Platform. Maintenance causing impact to the availability of the Platform will be announced in advance and will, where possible, be carried out when use of the Platform is averagely low. Emergency maintenance however can be carried out at any moment and without prior notice.
- Squeezely may from time to time add or change functionalities of the Platform. Suggestions and feedback of the Customer are welcome, but ultimately Squeezely decide which functionality will be added or changed.
- Squeezely shall announce major updates and upgrades at least 14 days in advance. Minor updates that, in the opinion of Squeezely, do not affect the functionality of the Platform in a meaningful way, will be made without prior notice.
- If, in the opinion of Squeezely, the functioning of the computer systems or network of Squeezely or third parties is actually or under threat of being damaged or jeopardized, Squeezely may take all steps it deems reasonably necessary to end or avert such damage or jeopardy. This may lead to temporarily unavailability of the Platform.
Article 8. Support
- The Customer is requested to consult the online documentation regarding the Platform via squeezely.tech before submitting a support request by e-mail or phone.
- If the online documentation does not facilitate a solution, the Customer can contact the Squeezely helpdesk via online chat or by e-mail (firstname.lastname@example.org). The helpdesk is available during Office Hours. Squeezely endeavours to respond to helpdesk requests as soon as possible.
Article 9. Privacy and data protection
- Any (personal) data stored or processed via the Platform remains the property of the Customer or the End Users. Squeezely obtains a non-exclusive and non-transferable right to use the data for the performance of the Agreement.
- If required by applicable privacy and data protection laws and regulations, the parties shall enter into a data processing agreement. In such event, the Customer will be considered to be the “controller” and Squeezely will be considered to be the “processor”.
- The Customer represents and warrants that it will only store or process (personal) data in a manner that is fully compliant with applicable (privacy and data protection) laws and regulations. The Customer shall indemnify and hold Squeezely harmless from and against all claims of third parties related to the foregoing representations and warranties.
Article 10. Intellectual Property Rights
- All Intellectual Property Rights regarding the Platform and any other Materials provided by Squeezely under the Agreement remain with Squeezely or its licensors.
- Squeezely grants the Customer a non-exclusive and non-transferrable license to use the Platform and other Materials for the term of the Agreement in accordance with the provisions contained therein. The Customer is explicitly not allowed to:
- make copies or use the Platform or the Materials in any manner that falls outside the scope of the Agreement;
- sublicense and distribute or otherwise make available the Platform or the Materials to third parties without prior written consent of Squeezely;
- modify the Platform or Materials in any way, or remove or modify any designations regarding the Intellectual Property Rights of Squeezely or its licensors; and
- reverse engineer, decompile or otherwise attempt to derive the source code from the Platform, except to the extent permitted by mandatory law.
- Squeezely will have the right to implement technical measures in order to protect the Platform and Materials against unlawful or unauthorized use. If such measures are implemented by Squeezely, the Customer is not allowed to circumvent or remove such measures.
Article 11. Employees
- During the term of the Agreement and for one year thereafter, the Customer and its Affiliated Companies shall not hire Employees who are involved in the performance of the Agreement, or have such Employees work for them in any other way, directly or indirectly, without prior written consent of Squeezely.
Article 12. Confidentiality
- Each party that receives Confidential Information from the other party shall protect the confidentiality by a reasonable degree of care against unauthorized disclosure for the term of this Agreement and a period of 2 years thereafter.
- Each party represents and warrants that employees who have a need to know the Confidential Information are bound to confidentiality provisions that are at least as stringent as the confidentiality provisions contained in this Agreement.
- Confidential Information will not be disclosed to third parties without prior written consent of the disclosing party.
- Confidential Information may be disclosed in response to a valid court or other governmental order, provided that (if permitted by such order) the disclosing party is notified as soon as possible after receipt of the order and given an opportunity to seek legal redress against such disclosure.
- Information which would otherwise be Confidential Information shall not be deemed confidential to the extent that the receiving party proves by written records that the information:
- is lawfully obtained by the receiving party from sources available to the general public such as newspapers, patent databases or informative websites;
- is lawfully obtained by the receiving party from a third party, provided that the third party does not breach any confidentiality obligation towards the disclosing party;
- was already in the possession of the receiving party prior to the date on which it was issued by the disclosing party; or
- was developed by the receiving party independently and without the use of any information of the disclosing party.
- Upon the first request of the disclosing party as well as directly after termination of the Agreement, the receiving party shall destroy or delete all Confidential Information in its possession and report that this has been carried out.
Article 13. Liability
- The liability of Squeezely for damages incurred by the Customer on any ground whatsoever is limited per event (whereby a series of related events counts as one event) to the amounts paid by the Customer to Squeezely during 3 months prior to the damage-causing incident (exclusive of VAT).
- The liability of Squeezely for consequential loss, loss of earnings, missed economies, immaterial damage, loss or leakage of data and damage due to business stagnation, is explicitly excluded.
- Any liability limitations shall not apply if and insofar the damage is the result of wilful misconduct or deliberate recklessness by the management of Squeezely.
- For there to be any right to compensation, the Customer must report the damages to Squeezely in writing as soon as possible after the damage has occurred. Any claim for compensation shall be barred by the mere expiry of a period of 6 months after the damage-causing incident has occurred.
Article 14. Force majeure
- Squeezely will be entitled to invoke force majeure if the execution or the performance of the Agreement is, in whole or in part, temporarily or indefinitely, prevented or impeded by circumstances reasonably beyond its control.
- Squeezely shall in any case be entitled to invoke force majeure in the case of failures in the internet or telecommunications infrastructure, (distributed) denial of service or other network and hacker attacks, breach of contract by the suppliers on which Squeezely is depended for the performance of the Agreement, riots, insurrections, domestic unrest, labour disputes, accidents, actions of government, war, fire, floods, delay in supply and restrictions on import or export.
- In the event that a situation of force majeure continues for more than 3 months, both parties shall be entitled to terminate the Agreement. The parties shall not be responsible for any damages in the event of force majeure.
Article 15. Payment conditions
- Any amounts due to Squeezely will be invoiced in advance. The Customer shall pay the amounts due to Squeezely within 30 days after the invoice date.
- The Customer agrees to electronic invoicing. Complaints and disputes about an invoice shall never entitle the Customer to set-off or suspend payment of the invoice.
- When an invoice is not paid within the payment term, the Customer shall be in default without the need for further notice. In addition to the amounts and the interest due, the Customer is then obliged to reimburse all extrajudicial and judicial costs, including the costs of lawyers, legal advisors, bailiffs and collection agencies.
- When an invoice is not paid within the payment term, Squeezely is entitled to limit or block access to the Platform and to suspend any Services provided until all outstanding amounts have been paid in full. Squeezely is not liable for any damage resulting therefrom.
- Any amounts due to Squeezely are payable immediately if the Customer applies for suspension of payments, a petition for bankruptcy of the Customer has been filed, or if the business of the Customer is dissolved or terminated.
- All amounts communicated by Squeezely are in euros and exclusive of VAT and other applicable taxes.
Article 16. Duration and termination
- The parties enter into the Agreement for the period mentioned in the quotation. If the quotation is inconclusive, the Agreement is entered into for a period of 1 year.
- If the Agreement is entered into for a definite period of time, it shall be tacitly renewed by the same period as originally agreed upon, unless one of the parties provides a written notice of termination at least 1 month prior to the renewal.
- Both parties have the right to terminate an Agreement entered into for an indefinite period of time by providing a written notice of termination at least 3 months prior to termination.
- Squeezely may suspend or terminate the Agreement with immediate effect by providing a written notice to the Customer in the event that:
- the Customer applies for suspension of payments, a petition for bankruptcy of the Customer has been filed, or the business of the Customer is dissolved or terminated;
- the Customer fails to comply with its obligations under the Agreement, or fails to do so fully or on time; or
- Squeezely has a good reason to believe that the Customer will not comply with its obligations under the Agreement.
- After termination of the Agreement (regardless of the reason therefor), Squeezely will remove or delete the information and materials stored by the Customer. The Customer is responsible for exporting its data timely (before termination of the Agreement).
- If Squeezely suspends the performance of the Agreement, it retains its rights and entitlements under applicable law and the Agreement. If the Agreement is terminated, all claims of Squeezely become immediately due and payable.
- After termination or expiration of the Agreement, Article 11 (Intellectual Property Rights), Article 12 (Employees), Article 13 (Confidentiality) and Article 14 (Liability) shall remain in force. With respect to the Customer, article 6:271 of the Dutch Civil Code is excluded.
Article 17. Price adjustments
- If and when a supplier or subcontractor of Squeezely increases its prices, Squeezely shall have the right to change its prices accordingly.
- If the Agree ment involves a continuing performance, Squeezely is entitled to annually increase its prices by a percentage equal to the inflation of the relevant service price index (code 7222) as published by Statistics Netherlands.
- For price adjustments other than described in article 1 and 18.2, the procedure as described in Article 19 shall apply.
Article 18. Amendments
- If the Agreement involves a continuing performance, Squeezely preserves the right to make amendments, provided it announces the proposed changes to the Customer at least 30 days in advance. However, changes can be made without prior announcement if the changes:
- are of minor importance in the opinion of Squeezely; or
- are necessary because of new or adapted laws or regulations.
- If the Customer objects to the changes, Squeezely will reconsider and withdraw the amendment if it considers the objection well-founded. However, if Squeezely decides to implement the changes despite the objection, the Customer will have the right to terminate the Agreement as of the moment the changes enter into effect.
- If any provision in the Agreement should appear void or otherwise unenforceable, this will not affect the validity of the Agreement as a whole. The parties shall in that event agree on a new provision or new provisions, by which the intention of the original Agreement is as much as possible reflected.
Article 19. Applicable law and dispute resolution
- The Agreement is governed by Dutch law. Any disputed arising from the Agreement that cannot be resolved amicably shall be brought before the competent court in the principal place of business of Squeezely.
Article 20. Other provisions
- The term ‘written’ or ‘in writing’ in the Agreement also refers to email communication, provided that the identity of the sender and the integrity of the contents of the email are adequately established.
- Squeezely will be authorized to transfer its rights and obligations under the Agreement to a third party that acquires the business operations to which the Agreement is subject.
- The Customer shall notify Squeezely without delay in writing of any changes in its name, postal address, e-mail address, telephone number or bank account details.
- The version of any communication between the parties received or stored by Squeezely shall be deemed the authentic version, unless Squeezely can prove that this version is not authentic.