General conditions

1. Defintions

In these general terms and conditions, the following definitions shall apply:

Supply/Offers any offer by Taggrs to enter into an Agreement;
Application(s). The software (modules) made available by means of the Service as defined in the Agreement;
TAGGRS the partnership firm Flowhub, trading under the name Taggrs, established in (8442 CK) Heerenveen at Burgemeester Kuperusplein 36, registered in the trade register of the Chamber of Commerce under number 81357540, being the user of these Terms and Conditions;
Availability The period during which the Client actually has the Application at its disposal through the Service;
Service(s) The provision and maintenance by Taggrs of the Application(s) on behalf of Client on a Server for a fee, as defined in the Agreement;
User A natural person authorized by Client to use Application(s) available through the Portal;
Interface a Resource being a communication link between the Service and systems within the Customer's domain;
Resources The means installed by the User and/or Client on their computer in order to use the Application;
Client The natural person(s) and/or legal person(s) to whom Taggrs makes an Offer and/or with whom Taggrs enters into an Agreement;
Agreement any agreement between the Parties relating to the provision by Taggrs of Services to Client;
Party Taggrs and Client or each to their own;
Personal data a personal data within the meaning of the General Data Protection Regulation ("GDPR") processed when using the Service and/or the Application(s);
Portal The Internet site where the Client and User can use the Service and request changes;
Server A computer or group of computers and related hardware ("cloud") managed by or for the benefit of TAGGRS, containing Web server equipment, the Application(s), supporting software and/or database software, accessible by means of the Internet;
Accessed The means, such as a token or combination of access code and with a user name, by which access can be obtained to the Portal, Server and the Application(s);
Processor Agreement the processor agreement entered into between Taggrs and Client, with Taggrs qualifying as a "processor" and Client qualifying as a "controller" within the meaning of the GDPR;
Terms these terms and conditions of service of Taggrs.

2. General

2.1 These Terms and Conditions apply to all Offers and Agreements.
2.2 If the Conditions have been applicable to any Agreement, they shall apply by operation of law – without the need for any further separate agreement between the Parties concerned – to any Agreement concluded between the Parties thereafter, unless otherwise expressly agreed in writing between the Parties in respect of the Agreement concerned.
2.3 The applicability to any Agreement of general or specific terms and conditions used by Client is expressly rejected by Taggrs unless and after such terms and conditions have been expressly declared applicable to an Agreement by Taggrs in writing.
2.4 In the event of nullity or nullification by Customer of one or more provisions of the Terms and Conditions, the remaining provisions of the Terms and Conditions shall continue to apply in full to the Agreement. The parties will consult to replace any void or voided provision of the Terms and Conditions with a provision that is valid or not voidable and that is as close as possible to the purpose and intent of the void or voided provision.
2.5 To the extent an Agreement deviates from one or more provisions of the Terms, the provisions of the Agreement shall prevail. The other provisions of the Terms shall in such case continue to apply to the Agreement without prejudice.

3. Offers

3.1 An Offer, unless expressly stated otherwise, is without obligation and valid for the period stated in the Offer. If the Offer does not specify a period for acceptance, the Offer will lapse in any event fourteen (14) days after the date specified in the Offer.
3.2 An Offer accepted by the Client within the validity period may be revoked by Taggrs for five (5) working days from the date of receipt of Taggrs’ acceptance, without giving rise to any obligation on the part of Taggrs to compensate the Client for any loss suffered as a result thereof.
3.3 An order given by the Client is confirmed by Taggrs by means of an order confirmation. If the Client has not raised objections to the order confirmation within fourteen (14) days of receiving it, the order, as described in the order confirmation, has been accepted by the Client.
3.4 If the Client provides Taggrs with information for the purpose of making an Offer, Taggrs may rely on its accuracy and shall base its Offer on that information. Client shall indemnify Taggrs against any third party claim relating to the use of data provided by or on behalf of Client.
3.5 If an Offer is made at the request of the Client and such Offer is not accepted, Taggrs shall be entitled to charge the Client for all costs incurred in making its Offer.
3.6 The prices stated in the Offer are exclusive of VAT and other government levies, any costs to be incurred in the context of the Agreement, including travel and accommodation, shipping and administration costs, unless otherwise indicated.

4. Assignment

4.1 Client instructs Taggrs to provide the Services as described in the Agreement and the Terms and Conditions. The Services and the Application(s) are provided in the condition “as is/are”, “as available” and “with all defects present”.
4.2 Taggrs is not required to have a disaster recovery center or other disaster recovery facilities for the purposes of the performance of the Services.
4.3 Taggrs shall be entitled to make changes to the design or operation of the Services and/or Application(s) at any time.
4.4 Use of the Services and/or Application(s) shall be entirely at the Customer’s own expense and risk. Client warrants that it will not use the Application(s) for any purposes other than those stated in or arising from the Agreement and these Terms and Conditions and indemnifies TAGgrS against any breaches and damages that may arise as a result of the application and/or use of the Services and/or Application(s) and shall fully indemnify Taggrs in this regard.

5. Price

5.1 The price to be paid for the Services is included in the Agreement.
5.2 The prices stated in the Agreement and otherwise discussed by the Parties during the term of the Agreement are in euros and are exclusive of turnover tax payable and other government-imposed levies.
5.3 Taggrs is entitled to change the agreed prices periodically, including the right to adjust prices and rates once per contract year. Taggrs shall give Customer at least one calendar month’s written notice of rate changes, without Customer’s right to terminate this Agreement with Supplier in connection with the price increase.

6. Payment

6.1 Payment of amounts invoiced by Taggrs shall always be made within the agreed terms, but in no event later than 30 days from the date of invoice in a manner to be indicated by Taggrs in the currency in which invoicing has taken place, unless otherwise indicated in writing by Taggrs. TagGRS is entitled to invoice periodically.
6.2 If the Client has not paid an invoice within the period specified in Article 6.1, the Client shall be in default by operation of law (Article 6:83 sub a of the Dutch Civil Code). The Client shall then owe the statutory commercial interest (6:119a Dutch Civil Code) on the invoiced amount, as well as in that case the Client shall also owe judicial and extrajudicial collection costs, the latter to be fixed at 15% of the overdue amounts with a minimum of € 500.
6.3 Client shall not be entitled to set off any amount owed by it to Taggrs against any claims against Taggrs. Objections to the amount of an invoice do not suspend the Client’s payment obligation.

7. Availability and adaptation

7.1 Taggrs shall make every effort to ensure that the agreed Service always functions properly and strives to ensure the highest possible availability, quality and security of the Service. However, Taggrs makes no warranty that the Service will operate without error, failure or interruption. Taggrs has only an obligation of effort and not an obligation of result. Taggrs strives to correct any errors, failures or interruptions as soon as possible. Failure to do so shall in no event constitute a breach of the Agreement on the part of Taggrs nor be a basis for Client to terminate or otherwise impair the Agreement. Under no circumstances shall TAGGRS be liable for damages or consequential damages.
7.2 Taggrs reserves the right – without prior notice to Client – to make interim changes to the technical and functional features of the Service to improve functionality and to correct any errors or to comply with applicable laws and regulations.
7.3 Client shall promptly notify Taggrs in writing of any errors in the Service. In this context, “errors” shall mean substantial failure to meet the functional or technical specifications made known in writing by Taggrs. An error only exists if the Customer can prove it, is reproducible and prevents normal use of the Service. Taggrs makes every effort to detect and correct any errors in the Service. However, Taggrs cannot guarantee that all errors will be corrected and is in no way liable for (consequential) damages.
7.4 If a modification referred to in Clauses 7.2 and 7.3 results in a material deviation in the functionality of the Service, Taggrs shall notify Client in writing or electronically before the modification becomes available.
7.5 Taggrs reserves the right to temporarily take the Service out of service for, among other things, maintenance, modification or improvement of Taggrs’ computer systems. Taggrs shall, to the extent possible, arrange for such out-of-hours service to take place outside of business hours and shall give Customer timely advance notice of the planned out-of-hours service. Such announced decommissioning of the Service shall in no case be considered as a failure by Taggrs to fulfill its obligations to the Client and Taggrs shall therefore not be liable for (consequential) damages.
7.6 Taggrs does not warrant the proper functioning of the Service if hardware and software (including, inter alia, operating system and infrastructure and associated settings) recommended or not recommended by Taggrs for the purposes of the Service are not used. Taggrs further does not warrant the proper functioning of the Service if there is any improper use of the Service by Client and/or improper implementation and use of the Service by Client.
7.7 TAGGRS may, in consultation with the Client, make beta version(s) of (one or more modules of) the Service available to the Client. Use of this version(s) is in all cases at the expense and risk of Client.

8. Resources

8.1 Client is responsible for the availability and functioning of the Resources required to access and use the Services, including the hardware, (peripheral) equipment and software used by Client, auxiliary applications, configuration and Internet connection and (other) telecommunications facilities, which comply with the technical and functional specifications set forth by Taggrs and any instructions provided by Taggrs.
8.2 The Customer is responsible for maintaining a connection to the energy network and other connections necessary for access to and use of the Service.
8.3 The use of the auxiliary applications may be subject to additional (license) conditions (of third parties). Taggrs does not guarantee the full functionality of the auxiliary applications and/or links used by the Client and shall not be liable for (consequential) damages in connection with the failure of or shortcomings and other errors in the auxiliary applications used by the Client.

9. Access to the Service.

9.1 The Customer is responsible for any use, with or without its consent, of the Service and of the Access Resources made available to it. Taggrs shall not be liable for (consequential) damage of the Client and/or third parties, which is caused by the unauthorized and/or injudicious use of the Access Resources.
9.2 The Access Resources provided are non-transferable, strictly personal and exclusively for use within the Customer’s organization. Client shall exercise due diligence regarding the use of the Access Resources and keep them confidential from third parties.
9.3 Taggrs may change the Access Resources at any time at its sole discretion, of which Taggrs shall notify Client in writing, electronically or orally.
9.4 Client shall take such measures as are necessary to prevent the Access Resources from falling into the hands of unauthorized third parties. The Access Resources are for the sole use of the Client. Client shall immediately notify Taggrs if the Access Resources are used unauthorized or Client reasonably suspects such use.
9.5 Client may request Taggrs to block the Access Resources. Taggrs is also entitled to block Access Resources on its own motion at any time, if Taggrs is aware of possible unauthorized use of the Access Resources. In such a case, Taggrs shall not be liable for (consequential) damages of the Client and/or third parties caused by the blocking of the Access Methods.

10. Use of the Service.

10.1 The Client and User may only use the Service for the purposes of the said modules as stated in the Agreement, the Parties are sufficiently aware, and subject to the provisions below.
10.2 Only Client and User are entitled to use the Service, whereby each unique User is only allowed to use his own non-exclusive license.
10.3 The Client and User are only permitted to use the Service in the normal course of business of the Client and User.
10.4 In any case, when using the Service, the Customer guarantees that he and the User(s) will observe the following rules as relevant:
a. Customer will ensure the protection of its (peripheral) equipment, software, infrastructure and Internet connection against viruses, computer crime and (other) unlawful use by User(s) or third parties;
b. When using the Service, the Client and/or User will not spread any (computer) viruses or other files that (may) damage the (proper functioning of the) Service;
c. The Client and/or User shall not perform or cause to be performed any acts which may cause disturbances in the Service, (computer) networks or infrastructures (of other users) or in respect thereof may cause nuisance, restricted use or unforeseen use (for other users);
d. Client and/or User will not send unsolicited large quantities of messages with the same or similar content (“spam”);
e. Client and/or User shall not misuse any Access Resources or breach and/or attempt to breach the security of the Service;
f. Client and/or User shall not perform or omit to perform any act that it knows or reasonably should have known could result in a use of the Service that is punishable or unlawful towards TAGGRS and/or third parties;
g. Client and/or User shall not disclose or distribute racist or discriminatory material and/or (child) pornography. Distributing also means posting on or distributing through the infrastructure of the Service;
h. Client and/or User shall not, against the will of the owner or administrator, intentionally and without permission intrude into any computer system or part thereof (“hacking”);
i. Client and/or User shall in no way infringe upon any intellectual property rights of Taggrs and/or third parties; and
j. Client and/or User shall not disclose, duplicate or otherwise apply information and data provided by Taggrs in connection with the Service other than for use in Client’s internal business operations without the prior express written consent of TAGGRS;
k. The Client and/or User shall at all times give effect to the (license) conditions of third parties as referred to in Article 11.
10.5 If the Client and/or User(s) violate any of the foregoing rules, the Client shall be obligated to follow and cause the User(s) to follow reasonable instructions given by Taggrs in connection therewith.
10.6 If data saved, edited, processed or otherwise entered using the Service is unlawful towards third parties, Taggrs is entitled to remove and destroy such data from the Server immediately, without prior notice. NOW THEREFORE, the Client (to the extent necessary) grants permission to Taggrs to remove and destroy all infringing data from the Server. In no event shall TAGGRS be liable for any (consequential) damages resulting from such actions.
10.7 Taggrs may prevent Access to the Services by decommissioning Access Resources or suspend service if it suspects that it is being used in violation of the provisions of the Agreement. Customer’s obligation to pay shall continue during such decommissioning.
10.8 The Customer is not permitted to reproduce, rent out or lend all or part of the Service or a copy thereof. The Client shall not be permitted to change or remove any indications in Service regarding the authorship or confidential nature of the software or any reference to TAGGRS.
10.9 The Customer is only permitted to load and image the Service if and to the extent technically necessary and in accordance with the permitted purposes of use and performance of the Agreement.
10.10Allrights relating to the Service not expressly granted to Client in the Agreement are reserved by Taggrs.
10.11 If Client and/or User(s) act(s) in violation of the provisions of this article, Client shall be in default by operation of law and TAGGRS shall be entitled – without prior notice – to terminate the Agreement and TAGGRS shall further have all rights granted to it by law in such case.

11. Third Party Applications.

11.1 If and to the extent that applications, services or other software of third parties are made available or used in the performance of the Services and/or Application(s), the terms and conditions of such third parties shall apply in full with respect to such applications, services or other software. Client accepts the said terms and conditions of third parties and guarantees to act in accordance with them.
11.2 In the event that Customer purchases and/or uses applications, services or other software from third parties for the proper performance of the Services and/or the operation of the Application(s), Customer guarantees that it will at all times act in accordance with the conditions attached to such purchase or use by the third party in question. Taggrs does not control applications, services or other software of these third parties and their use is entirely at the Client’s risk and expense. Taggrs is in no way responsible or liable for third-party applications, services or other software. Client shall indemnify Taggrs against any infringements and damages that may arise as a result of the application and/or use of the relevant third-party applications, services or other software and shall fully indemnify Taggrs in this regard.
11.3 If and to the extent that the said third party terms and conditions are deemed inapplicable or declared inapplicable to the relationship between Client and Taggrs for whatever reason, the provisions of the Agreement and the Terms and Conditions between the Parties shall apply in full.
11.4 In respect of the use and maintenance of the Application, Taggrs shall never be liable to any greater or different extent than that which applies in the relationship between Taggrs and the relevant supplier of that Application.

12. Intellectual property rights and license

12.1 All intellectual property rights in all Applications developed or made available in connection with the Services or other documentation and other materials in which any right of intellectual property is or may be vested are vested exclusively in Taggrs or its licensors.
12.2 Client only acquires the revocable, non-exclusive and non-transferable rights and powers of use, as expressly granted in the Agreement or otherwise in writing, for the duration of the Agreement (license). The license is granted on the condition that the Client pays the fees, as stated in the Agreement, on time and in full and on the condition that the Client acts in accordance with the provisions of the Agreement and the Terms and Conditions. Without Taggrs’ prior written consent, Client shall not be entitled to sublicense.
12.3 Client shall not otherwise reproduce or disclose the Applications or other documentation and other materials developed or made available under the Services. The Client is not allowed to remove or change any indication concerning copyrights, brands, trade names or other intellectual property rights from Applications developed or made available as part of the Services or other documentation and other materials. Nor is Client permitted to reconstruct the source code of by reverse engineering. Client warrants that it will not use the intellectual property rights vested in or contained in the Applications or other documentation and other materials developed or provided as part of the Services for any purpose other than the purposes set forth in the Agreement.
12.4 TAGGRS is permitted to take technical measures to protect the Applications developed or made available as part of the Services or other documentation and other materials, provided such measures do not adversely affect functionality. If the Applications developed or made available as part of the Services or other documentation and other materials are secured by means of technical protection, Client is not permitted to remove or circumvent this security.
12.5 The Customer is not entitled to independently repair errors in the Service and/or Application, make adjustments to it, transfer it to other equipment, link it with other equipment and software, independently expand functionality, change parameters and/or remove protections.
12.6 Taggrs shall at all times be entitled to examine whether the Customer is acquiring (the intellectual property rights vested in or contained in) the Services and/or Application in a manner consistent with the Agreement. Client agrees to cooperate with such audit upon Taggrs’ first request.

13. Data of Client and processing of Personal Data.

13.1 To the extent that any data, which is not Personal Data, is used by Customer in the Services and/or entered into the Application by Customer, Customer remains entirely independently responsible and liable for it. Client warrants that all information provided is and will remain true, accurate, complete and current. TaggrS is not required to verify the correctness, accuracy and completeness of data and is not responsible or liable for it. Data may only be used in accordance with the Agreement and the Terms.
13.2 Insofar as Personal Data are processed, the Client, as data controller, shall ensure lawful processing of Personal Data in accordance with the GDPR and related laws and regulations. The parties have entered into a Processor Agreement, which is an inseparable part of the Agreement and the Terms and Conditions that also apply to it. Client shall indemnify and hold TAGGRS fully harmless from all third party claims and (consequential) damages resulting from Client’s violation of the foregoing laws and regulations and failure to comply with the Agreement and the Terms and Conditions that pertain to (the processing of) Personal Data.

14. Liability and compensation

14.1 Taggrs shall be liable to the Client for damage suffered by the Client which is the direct and exclusive result of a breach of the Agreement attributable to Taggrs and which must manifest itself within a maximum period of 24 months after termination of the Agreement or delivery, subject to the provisions of this Article.
14.2 Such liability of Taggrs shall be limited to a maximum of 3 times the invoice value excluding VAT per period as stated in the Agreement, subject to a maximum of €25,000. If the Agreement is a continuing performance contract, liability shall be limited to an amount equal to three times the total amount of the invoice value excluding VAT for the order in the 6 months preceding the occurrence of the loss or damage, subject to a maximum of €25,000. This limitation of liability applies mutatis mutandis to any indemnification obligations of Taggrs.
14.3 If the provisions of Clauses 14.1 and 14.2 are not upheld for any reason, Taggrs’ liability shall in all cases be limited to the amount paid out by Taggrs’ insurer in the relevant case.
14.4 If and to the extent that (the operation of) the Services and Applications is dependent on the (operation of) third party services, Taggrs shall furthermore never be liable for damages incurred as a direct or indirect result of the non-functioning (or no longer functioning) of such third party services.
14.5 A series of related damaging events shall be considered one event/claim for the purposes of this article.
14.6 The limitations and/or exclusions of liability contained in this Article shall also apply in favor of Taggrs’ personnel and auxiliary persons engaged by Taggrs in the performance of an Agreement.

15. Suspension and dissolution of the Agreement.

15.1 The parties are authorized to suspend the performance of the obligations with immediate effect or to dissolve the Agreement – without prior notice of default – if (i) the other Party fails to perform its obligations under the Agreement and these Terms in full or in a timely manner, (ii) the other Party has taken the decision to liquidate or dissolve the company or file for bankruptcy, (iii) the other Party has filed for its own bankruptcy or suspension of payments or has passed a resolution to that effect, (iv) the other Party ceases its business, (v) the Customer’s business has been shut down or (v) the other Party has offered an arrangement to one or more of its creditors to reach a settlement to pay one or more claims.
15.2 Dissolution or termination shall be made by written notice.
15.3 If one Party terminates or dissolves the Agreement, the other Party shall not be liable for any damages.

16. Secrecy

16.1 Both Parties are obliged to keep confidential all confidential information obtained from each other or from other sources in the context of their Agreement. Information is considered confidential if it has been communicated by a Party or results from the nature of the information. This obligation of confidentiality does not apply if disclosure is required by law or regulations or pursuant to a court order.

17. Duration of Agreement, terms and consequences of termination

17.1 The Agreement shall commence at the time of agreement between the parties and shall be renewed on a monthly or annual basis. Depending on the subscription (monthly or annual billing) entered into by the Client with Taggrs, the Agreement will be tacitly renewed each time for the duration of one month or one year. The Contractor is authorized to terminate the Agreement by the end of the month.
17.2 Upon termination of the Agreement, the Client may request a one-time delivery of the data entered when using the Services, including Personal Data. Taggrs may make such data available to Client in a customary format. In case Client has not indicated its desire for the aforementioned transfer of data immediately after the termination of the Agreement, Taggrs shall be entitled to delete and destroy data immediately, without prior notice, unless Taggrs has a legal obligation to retain such data.

18. Applicable law and disputes.

18.1 All Agreements entered into by Taggrs shall be governed exclusively by Dutch law. The applicability of the Vienna Sales Convention is excluded.
18.2 All disputes between Parties shall be exclusively settled by the District Court of Noord-Nederland, location Leeuwarden.

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