VAN DER VALK ONLINE

A safe and secure start for memorable offline and online events

General terms and conditions

1. Definitions

1.1. In these general terms and conditions the following terms have the following meanings:

Customer: the party that concludes an agreement with Van der Valk Business regarding Online Meetings;

GDPR: the General Data Protection Regulation EU 2016/679;

End User: the natural person who uses the System. That person can also be a Customer;

Usage conditions: the conditions that apply to an End User when using the System and Online Meetings, included below in this document as Appendix 1;

Information: all information in the broad sense (texts, images, films, including any personal data) that is uploaded by the Customer into the System in connection with an (online) meeting, including any recordings of a meeting made by Van der Valk Business, other than any element belonging to the System itself and not being elements that form part of the recordings and that have been or will be developed by Van der Valk Business to be used more widely than just in those recordings;

Van der Valk Business: the private company Van der Valk Business B.V., with its registered office in Den Bosch and office in Breukelen, registered in the trade register under number 67370527, or a group company of this company that declares these conditions applicable;

Online Meetings: the service of Van der Valk Business that makes it possible to meet online or to meet online in combination with an offline meeting, to which the System and the use thereof belong and any additional services, such as taking care of recordings of the offline part of the meeting, the use of voting functionality, making Information available online, and other services;

System: the hardware and software together that make Online Meetings possible, including any associated storage and other services, or any other system to which Van der Valk Business declares these terms and conditions applicable;

Processors Agreement:

the processor agreement included as Annex 2 below in this document as Annex 2.

2. Applicability

2.1. These general terms and conditions apply to all offers from Van der Valk Business and all agreements with Van der Valk Business with regard to Online Meetings or any other service or delivery to which Van der Valk Business declares these terms and conditions applicable. The relevant general terms and conditions of Van der Valk Business or its group companies apply to the rental of physical space (s), any catering and other related or comparable services, unless stated otherwise.

2.2. General (purchase) conditions of the Customer do not apply.

2.3. Acceptance of a deviation from these general terms and conditions to the detriment of Van der Valk Business is only binding for Van der Valk Business for the assignment to which that deviation relates.

2.4. All offers from Van der Valk Business are without obligation unless it is stated on or in addition that this is not the case.

3. Services

3.1. Online Meetings comprises the services and functionality as described by Van der Valk Business in the accompanying official documentation. Whether these services and functionality are suitable for the purpose that the Customer envisages with them is an assessment that is at the expense of the Customer. In particular, the Customer must ascertain that the services and functionality comply with the requirements set by the applicable rules, both governmental and own (legal personal) rules. Van der Valk Business cannot accept any responsibility in this regard.

3.2. Among other things, the Customer is responsible for and is only liable for:

a.identifying the participants in a meeting, including their means of communication (in particular their email address);

b. taking care of the invitations and sending them on time;

c. assessing the admissibility and quality of the mandates of representatives;

d. determining and entering into the System the number and, optionally, the quality of the vote or votes of a participant in a meeting;

e. the (statutory) possibility to meet online or in a combination of online and offline and to cast the votes through the System;

f. assessing whether the System and / or Online Meetings comply with the requirements set for a meeting in the articles of association, regulations and / or the law and / or other regulations;

g. checking the voting results provided to the Customer;

h. all information.

3.3. By Van der Valk Business with regard to the general texts included in the previous paragraph on its website, or other communication about it, the Buyer cannot be regarded as legal advice in this regard. The customer must always obtain quantitative and qualitatively adequate legal advice on these points.

3.4. The Customer ensures that the Information is adequately backed up. Without prejudice to the obligations of Van der Valk Business under the Processor Agreement, Van der Valk Business will be entitled to delete the Information within thirty days after the end of an agreement that stipulated that Van der Valk Business should keep that Information.

The Customer indemnifies Van der Valk Business against all claims from third parties arising from the use of Online Meetings, in particular those claims related to the points referred to above in paragraphs 2, 3 and 4 of this article.

4. Prices

4.1. Unless explicitly agreed otherwise or indicated otherwise, all prices used by Van der Valk Business are exclusive of turnover tax, exclusive of any other government levies and exclusive of communication, integration and installation costs.

4.2. Van der Valk Business reserves the right to change prices. Changed prices apply - unless otherwise agreed - from the moment they are entered by Van der Valk Business.

4.3. Van der Valk Business is entitled to increase the prices for the services already sold and / or in use to the Customer once a year. In that case, the Customer can, if he cannot agree with the increase, to cancel the relevant agreement for the future by means of a written notification to Van der Valk Business. Van der Valk Business is then entitled to undo this cancellation by informing the Customer within thirty days of receipt of the notification that the price increase will not apply until the end of the then current term. If the Customer does not cancel the relevant agreement within thirty days after notification of the increase for the future, the Customer will be deemed to have agreed to the increase.

4.4. Without prejudice to the preceding paragraph, Van der Valk Business is entitled to adjust its prices for all current orders once per calendar year in line with the inflation rate for the past year as published by Statistics Netherlands.

5. Intellectual Property

5.1. Any copyrights to the Information accrue to the Customer. With regard to recordings made by Van der Valk Business, if and insofar as they form part of the Information, the rights arising when such recordings are made also accrue to the Customer. Insofar as necessary, the Customer hereby gives permission to Van der Valk Business to store the Information on the System and to make it public and reproduce it through the System to the extent necessary to deliver Online Meetings.

5.2. All copyrights, trademark rights, trade name rights, database rights and all other rights of intellectual or industrial property as well as similar rights, including neighboring rights and rights to protect know-how and confidential business information, with regard to Online Meetings (including those relating to the System) are exclusively to Van der Valk Business and / or to the licensors of Van der Valk Business.

5.3. The Customer obtains the non-exclusive, non-transferable and non-sublicensable right to Online Meeting and to use the System or have it used by the agreed number of End Users, if and insofar as the relevant End Users accept the Terms of Use. To avoid misunderstandings: Without accepting the end-user conditions, the End-users are not entitled to use the System. If Van der Valk Business also provides hosting services, it can limit the permitted use to making use of these services only.

5.4. The provisions of the previous paragraphs of this article also apply with regard to any software and / or functionality specifically developed for the Customer that is intended to form part of the System. Van der Valk Business never transfers the (intellectual property) rights thereof, but grants the Customer and the End Users the same non-exclusive rights of use as the Customer and the End Users have with regard to the System.

5.5. The End Users must provide correct and complete profile information to Van der Valk Business. The Customer guarantees that its End Users meet and continue to meet these requirement.

5.6. The End Users only receive a non-transferable and non-exclusive right of access to the System. This right of use is further limited in duration as determined by Van der Valk Business or as agreed. In the absence of such a provision, the right of use has a duration of 12 months after the end of the Online Meeting.

5.7. Except insofar as permitted in these general terms and conditions, neither the Customer nor the End Users may publish or have reproduced or modified the software belonging to the System in whole or in part in any way whatsoever.

5.8. Neither the Buyer nor the End User may decompile or analyze the software belonging to the System or have it analyzed.

5.9. Neither the End Users nor the Customer may change or remove any indication of intellectual property rights in or with the System or in or with the documentation.

5.10. Neither the End Users nor the Customer may remove or circumvent technical safeguards.

5.11. With regard to software of third parties that is part of the System, the Customer and the End User do not have more rights and obligations to this end than included in these general terms and conditions and as many fewer rights and as many more obligations as in the general terms and conditions of the relevant third party. included. If the general terms and conditions of the relevant third parties are not provided to the Customer in time, the second part of the preceding sentence does not apply, unless the Customer is a party as referred to in Article 6: 235 paragraph 1 or paragraph 3 of the Dutch Civil Code. Without prejudice to the provisions of this article, Van der Valk Business can never grant more rights to third-party software than Van der Valk Business itself has.

5.12. To avoid misunderstandings: for standard software that is necessary for the operation of the System but is not part of it, such as system software, browser software, plug-ins, software to display information and the like, as well as other standard third-party software provided by Van der Valk Business has been designated as not belonging to the System, the Customer and / or the End User must arrange for the conclusion of a valid license agreement with the parties entitled to that software at their own expense.

6. Use of the system by the Customer

6.1. Van der Valk Business is never liable for the use that the Customer or the End User makes of the System.

6.2. The Customer and the End Users must keep their access codes secret. Any use and misuse of this information is always at the expense of the Customer or the End User, whereby the actions of his End Users are attributed to the Customer in addition to the End User's own responsibility.

6.3. The use of Online Meetings can and may never be such that it leads or can lead to any form of - commercial or non-commercial - exploitation of Online Meetings or any part thereof by the Customer, the End User or a third party.

6.4. The Customer will not use Online Meetings to act unlawfully. The Customer will not use Online Meetings for purposes that are not acceptable in the eyes of Van der Valk Business, such as, without being limited to, organizing or facilitating socially undesirable activities, such as pornographic, discriminatory, violent or anti-democratic activities and comparable actions.

6.5. The Customer will not use Online Meetings to spread viruses, malware or other harmful information.

6.6. If a third party reports to Van der Valk Business that the Customer or one of its End Users stores or shares information via the System that is unlawful, Van der Valk Business can block that End User or, if possible, take other measures to remedy the situation described by that third party. permanently or temporarily. Van der Valk Business will give the Customer and / or the End User the opportunity to express his vision. If the Customer wishes Van der Valk Business to allow the relevant End User again to use the System and, if applicable, the relevant Information, Van der Valk Business will do so provided that Van der Valk Business is of the opinion that further use is not unlawful. Van der Valk Business will never be liable to pay compensation to the Customer as a result of the intervention as described in this article.

6.7. The Customer indemnifies Van der Valk Business against all damage, including Van der Valk Business' legal costs, that Van der Valk Business incurs and that is related to the use of Online Meetings and the Information by the Customer and its End Users.

7. Availability and maintenance

7.1. Van der Valk Business will endeavor to keep the System accessible 24 hours a day, except when such access must be discontinued due to any form of maintenance to the System.

7.2. Van der Valk Business is not obliged to ensure that and does not guarantee that the System will work or be available without interruption, errors or defects, or that all errors or defects will be corrected.

7.3. Van der Valk Business is not responsible for the internet or other connection that is required on the part of the Customer or the End User to use the System.

7.4. In any case, Van der Valk Business will not be in default if access is not possible due to circumstances outside Van der Valk Business's sphere of influence. Such circumstances are, for example, the loss of connections or other services of third parties necessary to keep the System available.

7.5. Van der Valk Business does not guarantee that the System will continue to function after the system software (including the relevant platform and / or the relevant API) for which it is designed is upgraded or otherwise changed.

8. No performance commitments, updates / errors / requirements for End User configuration

8.1. Commitments for Van der Valk Business are always best efforts obligations, not result obligations. When manufacturing software on behalf of the Customer, Van der Valk Business can never be held to more than, given the budget and other circumstances of the case, making a reasonable effort to achieve the intended functionality.

8.2. Terms for the implementation and delivery by Van der Valk Business are only indicative. Van der Valk Business will not be in default by the expiry of a term. A term does not prevent the performance from being claimed before it expires.

8.3. Van der Valk Business will make every effort to ensure that the System in general has the functionality that is included in Van der Valk Business's official description at the time of delivery, on the understanding that Van der Valk Business is always entitled to delete or add certain functionality.

8.4. Statements by third parties about Online Meetings are exclusively for the account of those third parties.

8.5. If errors occur in the System, Van der Valk Business will make every effort to have these errors remedied in a subsequent version or to issue an update in which these errors have been resolved.

8.6. Any service level agreement (“SLA”) can always be adjusted by Van der Valk Business.

8.7. In the event that an SLA applies, the only claim that is due to the Customer in the event of errors in the System is a claim for compliance with that SLA.

8.8. Van der Valk Business states for which software and hardware configuration the System is built. The use of other configurations may be possible, but Van der Valk Business has no obligation to support the operation of the System in combination with these other configurations.

9. Personal data

9.1. Van der Valk Business, the End Users and the Customer comply with all applicable legal rules regarding the handling of personal data as defined in the GDPR. The terms used in these general terms and conditions have the meaning given to them by the GDPR.

9.2. With regard to the personal data forming part of the Information, Van der Valk Business is the processor and the Customer and possibly the End Users are controllers. Van der Valk Business will use data arising from the use of the System and will use it to improve the System and its services. If and insofar as these usage data are personal data, Van der Valk Business will use them as controller in accordance with the applicable regulations. In this context, Van der Valk Business will always use any personal data only at the highest achievable aggregated level.

9.3. Van der Valk Business also processes personal data of the End Users and contact persons at the Customer, among other things for the implementation of the agreement and for its marketing, as stated in more detail in its privacy statement. The privacy statement can be found via this link: https://www.valkbusiness.com/nl/privacy-statement

9.4. The Customer hereby concludes the Processor Agreement.

10. Liability

10.1. Van der Valk Business, its group companies and other persons involved with Van der Valk Business (such as directors, shareholders and its personnel) are only liable to the Customer insofar as stipulated in this article. The limitation of Van der Valk Business's liability as defined herein also applies to its group companies and all other persons involved with Van der Valk Business. Van der Valk Business also stipulates this limitation for them.

10.2. The total liability of Van der Valk Business for all attributable shortcomings and / or because of all unlawful actions by Van der Valk Business in connection with an online meeting or in connection with another service, is always limited to fifty percent of the compensation for the regarding online meeting or service. To avoid misunderstandings: if the agreement with Van der Valk Business relates to deliveries that fall under other general terms and conditions of Van der Valk Business or its group companies (such as, for example, room rental or catering), the liability limitation (s) apply to those deliveries. those conditions. The amount of those deliveries is not included in the maximum amount for which Van der Valk Business is liable.

10.3. Liability is always limited to direct damage suffered by the Customer. Direct damage is exclusively understood to mean the out-of-pocket costs that the Customer necessarily incurred in connection with the damage-causing event. Loss of goodwill, future turnover or profit, claims from third parties, including End Users, due to other than direct damage, employee hours and the like are not eligible for compensation.

10.4. The liability of Van der Valk Business is not limited if it is caused by gross negligence or intent on the part of persons belonging to the circle of managers of Van der Valk Business.

10.5. The Customer can only invoke the consequences of an attributable shortcoming by Van der Valk Business in the fulfillment of an agreement if the Customer does so in writing within fourteen days after the Customer discovered or could reasonably have discovered an error on the part of Van der Valk Business.

10.6. The Customer indemnifies Van der Valk Business against all claims of its End Users against Van der Valk Business.

10.7. In the event of an (imminent) attributable shortcoming in the fulfillment of its obligations, Van der Valk Business is always entitled to pay the amount of its liability to the Customer as described in paragraphs two and three of this article against final discharge. Without prejudice to the other rights of Van der Valk Business, the Buyer will then no longer have the right to demand fulfillment of the obligations of Van der Valk Business.

11. Force majeure

11.1. The parties do not have to fulfill any obligations and do not become liable for damages in the event of force majeure. Force majeure on the part of Van der Valk Business includes, among other things, force majeure on the part of Van der Valk Businesss or contractors of Van der Valk Business, government measures, adjustments to guidelines of regulators, disruptions of the internet and other networks and / or electricity, war and revolt, general transport problems, physical burglary and a hack of the systems of Van der Valk Business, despite Van der Valk Business meeting the standards set in these conditions (including the processor agreement).

11.2. If the force majeure situation lasts longer than three months, either party may dissolve the Agreement. As a result, the parties do not become liable for compensation. They will pay for what has already been delivered on a pro rata basis.

12. Duration, termination of an Agreement

12.1. If no duration has been determined, an agreement is entered into for the duration of the relevant online meeting.

12.2. If the parties have agreed that Van der Valk will host Business Information, an agreement will be entered into for twelve months, commencing on the day that Van der Valk starts performing activities for Online Meetings. A hosting agreement will be extended by one year at the end of that term, unless one of the parties has terminated the relevant Agreement no later than three months before the expiry of the current contract term by means of a written notification to the other party.

12.3. Van der Valk Business has the right to terminate or dissolve an agreement with immediate effect, whether or not for the future, by means of a written notification without (further) prior notice of default if:

a.the Customer or one of its End Users, despite proper notice of default, fails attributably in the fulfillment of any obligation resting on it;

b. the Customer or one of his End Users has used Online Meetings or has had them used in violation of these general terms and conditions or the terms of use, applicable rights of use or restrictions of use and / or has violated any intellectual property right with regard to Online Meetings;

c. the Buyer is granted (temporary or otherwise) a moratorium of payments or that it is declared bankrupt;

12.4. Due to this termination of an agreement, Van der Valk Business is never obliged to pay any compensation or payment towards the Customer, without prejudice to the right of Van der Valk Business to full compensation for the violation by the Customer of its obligations and without prejudice to Van der Valk Business in this respect. future rights.

12.5. If the Customer terminates an agreement without an attributable shortcoming on the part of Van der Valk Business, the Customer must pay the full compensation of Van der Valk in connection with that agreement.

12.6. The termination expressly does not release the parties from provisions relating to (intellectual) property, confidentiality, applicable law and the competent court and other provisions that by their nature are intended to continue even after termination or dissolution.

13. Evidence

13.1. The digital or non-digital administration and the digital or non-digital data from the systems of Van der Valk Business or systems used for the benefit of Van der Valk Business (such as log files) provide full proof of the propositions of Van der Valk Business. , subject to proof to the contrary.

13.2. The use of a digital means of communication is at the risk of the party that chooses to use that means of communication. Without prejudice to the previous paragraph, an e-mail that is placed on the systems of Van der Valk Business with the items sent, is deemed to have been sent and arrived, subject to proof to the contrary. If a system used by the Customer does not allow an e-mail to reach the addressee or places it in a folder that is rarely or not used, the e-mail is nevertheless considered to have reached the Customer.

14. Confidentiality

14.1. The parties will not make confidential information of the other available or have it made public. Parties will keep confidential information secret and take all reasonable measures to safeguard that confidentiality.

14.2. “Confidential” is:

a. all financial information (in particular any discounts or special financial agreements);

b. information about the exact operation of Online Meetings or the software that forms part thereof that is not published by Van der Valk Business on its website;

c. information marked as such by a party;

d. any other information of which the confidential nature is known or should reasonably be.

14.3. It is not confidential that the Customer is a customer of Van der Valk Business with regard to the System.

14.4. The parties are not required to observe secrecy insofar as the provision of information is necessary on the basis of a legal obligation, insofar as that information is provided to advisers bound by confidentiality or when that information, other than due to default of the party concerned, is already public and generally accessible. is.

15. Amendments to these general terms and conditions

15.1. Van der Valk Business is entitled to change these general terms and conditions.

15.2. Unless Van der Valk Business objects to the amended terms and conditions within four weeks of receiving notification that these general terms and conditions have been amended, the amended general terms and conditions will apply to a current agreement. If the Customer objects to the amended general terms and conditions, he has the right to terminate an agreement prematurely without being liable to pay compensation to Van der Valk Business if he:

a. Van der Valk Business notifies in writing that it wishes to terminate the agreement concerned because of the change in the general terms and conditions; and

b. Van der Valk Business does not inform Van der Valk Business within four weeks of receipt of that notification that it wishes to continue the agreement in question under the old conditions.

16. Other

16.1. If one or more provisions in these general terms and conditions are at any time wholly or partially null and void or destroyed, the other provisions herein will remain in force. In that case, the parties will agree on new provisions to replace the invalid or voided provisions, whereby the purport of the original provisions is observed as much as possible.

16.2. These general terms and conditions and any agreement between the parties are exclusively governed by Dutch law, with the exclusion of the Vienna Convention on Contracts for the International Sale of Goods of April 11, 1980 (Vienna Sales Convention). Title 1 of Book 7 of the Dutch Civil Code does not apply.

16.3. All disputes arising from or related to an agreement will be submitted exclusively to the Central Netherlands District Court.