In these general terms and conditions is understood under:a.
Third parties: any other (legal) person, not being Go Forensics or the Client.b.
User: the person who wants to use or makes use of the Application(s) (User includes – but not exclusively – the Client).c.
Go Forensics: the private company with limited liability Go Forensics, with its registered office in Brink 7, 7963 AA, Ruinen, Netherlands registered in the trade register under number X.d.
The Client: the (other) party that enters into an Agreement with Go Forensics.e.
Agreement: the Agreement, being the entirety of agreements between Go Forensics and the Client to perform work, deliveries and/or services.f.
Contract: the written record of the Agreement.g.
Application: a computer program or a set of computer programs.2.
Applicability Terms and Conditions2.1.
These general terms and conditions apply to all offers and quotations of, agreements with, deliveries and services of Go Forensics with the Client.2.2.
Deviating stipulations, (verbal) agreements, promises or arrangements only apply if they have been expressly confirmed in writing by a representative of Go Forensics authorized to do so according to the trade register.2.3.
The applicability of the Client's general terms and conditions is expressly rejected.3.
Offers and information3.1.
Offers from Go Forensics are always without obligation and are subject to interim changes.3.2.
No rights can be derived from the information on websites, folders, flyers, newspapers and in other media on which the goods and services are promoted. The information contained in such media is for indicative purposes only. This information may only be deemed correct upon written confirmation, barring obvious omissions and errors.3.3.
The prices and fees charged by Go Forensics charged and/or stated in the quotation, Agreement or promotional material are exclusive of VAT and other government levies, unless expressly indicated otherwise.3.4.
Mentions of prices and rates are subject to apparent errors and omissions.4.
Performance of the Agreement – general4.1.
Go Forensics will make every effort to perform and offer the services with care. The services are performed on the basis of a best efforts obligation and never on the basis of a result obligation.4.2.
The Client is not entitled to dissolve the Agreement due to exceeding the specified (delivery) term before Go Forensics, after the agreed delivery has not been made within the agreed time, has set a reasonable period in writing (not including: e-mail) to still fulfill the obligation, and the delivery by Go Forensics is not forthcoming within this period.4.3.
Go Forensics is entitled to engage auxiliary persons, including subordinates, and Third Parties for the performance of the Agreement at its own expense and risk.4.4.
All assignments are accepted and performed exclusively with the exclusion of the effect of Articles 7:404, 7:407 paragraph 2 and 7:409 of the Dutch Civil Code, even if the assignment has been given expressly or tacitly with a view to the execution by one particular person.4.5.
If a term has been agreed or specified for the delivery of certain goods or services, then this is for Go Forensics never a strict deadline, unless expressly agreed in writing. If a term is exceeded, Go Forensics must always be given the opportunity to fulfill the obligation within a reasonable period of time.4.6.
Unless otherwise agreed in writing, the Client ensures that Go Forensics or the by Go Forensics Third party(s) engaged at the expense of the Client can have at their disposal on time:a.
direct access to all places and systems for which access is reasonably necessary for the performance of the Agreement, andb.
the approvals required for the performance of the Agreement, such as (but not limited to) public and private law permissions, and the cooperation of Third Parties and employees of the Client.
The Client guarantees that the information supplied by or on behalf of Go Forensics information and facilities provided (also) as referred to in the previous paragraph are correct and complete. The Client must ensure timely delivery of this information and facilities. The execution period does not commence until after the Client has correctly and completely provided these data and provisions Go Forensics has made available. If these data and/or facilities are not available at any time to Go Forensics, the execution period is suspended for an equal period.4.7.
The Client itself remains responsible and liable for, among other things:a.
the management and operational management of its company/organization and responsibility for the execution of the operational management in which the Go Forensics delivered Application(s), goods and/or services are used;b.
the decisions taken by the Client regarding the extent to which it adheres to the Go Forensics wishes to base the services provided, as well as on the use and implementation thereof;c.
the decisions taken by the Client that affect the work and the results thereof.5.
Access, usage rules and enforcement5.1.
The Client only acquires a license to use the Applications. The parties explicitly do not intend to transfer any intellectual or industrial property rights. The right of use is non-transferable and non-exclusive. Any hosting of the data is provided by Go Forensics or by the Client or a Third Party designated by the Client.5.2.
The Client is only permitted to use the Applications in accordance with the agreed license conditions.5.3.
The Client is responsible for any use of the Applications. All acts that can be traced back to the Client, regardless of whether they have been performed by the Client, the Client's employees or persons affiliated with it or Third Parties are attributed to the Client.5.4.
The Applications may not be used in violation of the law, the Agreement, these terms and conditions and the terms and conditions of Third Parties including Go Forensics whether the Client is dependent for the use of the Applications.5.5.
The Client must behave as befits a good User. In particular, the following rules apply.5.6.
When using the Applications, the Client may not infringe any intellectual property right or other right of Go Forensics or a Third Party.5.7.
It is not permitted to copy parts of the Applications and/or their content, except to the extent necessary to consult the Applications and/or their content in an efficient manner (via the internet) and to use them for the purposes of the license permitted use.5.8.
In the event that Go Forensics observes any improper behavior on the part of the Client or of a User for which the Client is or can be held responsible, Go Forensics is entitled to immediately and without further notice deny the access to data of the Client and/or the User or for a Go Forensics to be determined time and to delete the content and/or other data. In doing so, the blocked person loses all his or her rights with regard to the Applications, without being entitled to compensation. Improper conduct includes (but is not limited to) conduct in violation of the law, the Agreement, these terms and conditions, the license terms and otherwise improper conduct.5.9.
In the event that Go Forensics observes any improper behavior on the part of the Client or of a User for which the Client is or can be held responsible, is Go Forensics also entitled to dissolve the Agreement without further prior warning and without judicial intervention. In that case, the Client is liable for the minimum compensation for the amount not yet paid by the Client Go Forensics paid claims arising from the Agreement for the current calendar year that Go Forensics is owed. Any fees paid will not be refunded by Go Forensics. This paragraph does not affect the possibility for Go Forensics to recover the full damage from the Client.5.10.
By Go Forensics cannot be required to form an opinion on the merits of the claims of Third Parties or of the Client's defense or to be involved in any way in a dispute between a Third Party and the Client. The Client will have to agree with the relevant Third Party in this regard and Go Forensics fully and unconditionally indemnify in this regard.6.
Control and advertising period6.1.
The Client must inspect the services (including any implementation work or software delivered) regularly and at least immediately upon commencement and immediately after the end of the work or upon completion or delivery, respectively. Visible or otherwise reasonably recognizable defects, bugs or deviations from what has been agreed upon must be notified in writing immediately after the inspection, but in any case within 3 working days after the end of the work. Go Forensics is to be notified.6.2.
If the Client does not have sufficient expertise, he is obliged to be assisted or represented by an expert during the inspection.6.3.
Other defects or deviations from what has been agreed must be reported by the Client in writing within 3 working days after their discovery to Go Forensics.6.4.
If the Client fails to deliver within the periods referred to in this article, Go Forensics by informing him in writing of the defect, he loses the right to invoke any legal consequences arising from the defect or deviation from what has been agreed.6.5.
Minor deviations from specified sizes, functionality, layout, design, compositions or colors or other deviations, as a result of which no substantial change is made in the composition, execution or applicability of the Applications, or a defect that could have been known (whether or not not after inspection in accordance with this article) give the Client neither the right to cancellation or (partial) dissolution of the Agreement, nor the right to refuse receipt or payment of the goods or services.6.6.
If a performance is defective and a complaint has been made in time, Go Forensics will carry out or repair the defective performance again within a reasonable period of time and without defects. Go Forensics is also entitled to pay replacement compensation to the Client up to a maximum of the invoice amount of the relevant performance for a period of one month.6.7.
If a complaint is unfounded, the costs incurred as a result will be added by Go Forensics integrally at the expense of the Client.6.8.
Complaints do not entitle the Client to suspend or reduce its obligations under the Agreement. Go Forensics is not liable for damage as a result of defects in the delivered performance.7.
Payment and due date7.1.
Unless otherwise agreed in writing, payment without suspension and/or set-off must be made by bank in euros within 14 days of the invoice date.7.2.
If payment has not been made within the agreed payment term, the Client will owe interest from the date of expiry of the payment term. The interest is 10% per year, but is equal to the statutory commercial interest (6:119a Dutch Civil Code) if this is higher.7.3.
The Client is liable for all actual by Go Forensics (judicial and extrajudicial) costs incurred relating to the collection of its claims against the Client, with a minimum of 15% of the outstanding amount and € 250.00 per invoice.7.4.
Regardless of the agreed payment conditions, the Client is obliged at the request of Go Forensics to provide, in its opinion, sufficient security for payment. If the Client does not comply with this request within the stipulated period, it will immediately be in default. Go Forensics in that case, it has the right to dissolve the Agreement and to recover its damage from the Client.7.5.
The Client's right to enforce its claims against Go Forensics to be set off against payment obligations to Go Forensics is excluded for whatever reason.7.6.
Under no circumstances is the Client entitled to suspend any obligation.8.
Changes and Adjustments8.1.
Go Forensics is entitled to unilaterally change or adapt these general terms and conditions and the composition, content and form of the Applications.8.2.
Go Forensicsis is entitled to unilaterally adjust the prices annually at the beginning of each calendar year. In addition, Go Forensics is entitled in the event of an adjustment of the cost-determining factors, such as personnel costs, and fees, taxes and premiums determined by and on behalf of the government, to implement a proportional adjustment of the prices and rates used with immediate effect.8.3.
If a non-subordinate change or adjustment is not acceptable to the Client, the Client has the right to terminate the Agreement, effective on the effective date of the non-subordinate change or adjustment. Termination can only be done in writing. A price increase up to and including 10% is a minor change.9.
Force of the majority9.1.
In case of force majeure, both permanent and temporary, Go Forensics at its own discretion, is entitled to dissolve the Agreement in whole or in part or to temporarily suspend its obligations under the Agreement, without the Client being able to assert any claim to performance, compensation and/or dissolution.9.2.
Force majeure means between the parties, in addition to what is understood about it in the law and jurisprudence, all external causes, foreseen or unforeseen, to which Go Forensics cannot exert any influence, but through which Go Forensicsis is unable to meet its obligations. This includes (but is not limited to): (work) strikes in the company of Go Forensics, from the Client or from Third Parties whose Go Forensics is in any way dependent for the execution of the Agreement, danger of war, war, insurrection, molestation, boycott, disruptions or impediments in traffic or transport, restrictive measures by government, scarcity of raw materials, untimely delivery of raw materials or other failure to deliver, bankruptcy or suspension of payment at one or more of its suppliers or third parties engaged, natural disasters, weather conditions as a result of which the work cannot be performed adequately, electricity failures, failure of the internet, computer network or telecommunications facilities and impeding health complaints or death of key personnel of Go Forensics (including – but not limited to – its director(s)).9.3.
Go Forensics also has the right to invoke force majeure if the circumstance that prevents (further) fulfillment of the Agreement occurs after Go Forensics should have fulfilled his obligation.10.
Right of retention10.1.
When Go Forensics has in possession of the Client's goods, is Go Forensics entitled to retain these goods until all claims have been made that Go Forensics at that time against the Client, including, but not limited to, claims arising from this Agreement, any other Agreement and claims under the law.11.
Availability and Reliance on Third Parties
although Go Forensics does everything reasonably possible, Go Forensics cannot guarantee that the Applications are always complete, correct, accurate or up-to-date, or that the Applications are always online and available or that the Applications are suitable for the purpose for which the Client and/or User wishes to use them. Go Forensics makes every effort to treat all comments regarding the Applications seriously and where Go Forensics considers it necessary to make improvements. Any inaccuracies can be reported via the e-mail address of [email protected]11.1.
Go Forensics is entitled to temporarily shut down its Applications, including (but not limited to) taking them offline, for maintenance, updates or for any other reason. Go Forensics will make every effort to do this outside office hours as much as possible.11.2.
Go Forensics does not warrant that the Applications are always free from malicious computer code and/or intrusions, such as (but not limited to) viruses, worms and Trojan horses. The Client and User must ensure that the network (or system) of the Client and User and the devices connected to it are adequately protected against such undesirables.11.3.
For offering the Applications is Go Forensics dependent to some extent on Third Parties, such as (but not limited to) the software supplier for the Applications, hosting partners, Internet Service Providers and network administrators. These Third Parties may set their own terms and conditions for the use of the services they offer Go Forensics, the Client and/or the User. Go Forensics cannot guarantee the availability and use of the services of Third Parties and the possible consequences of the wholly or temporarily not or not adequately offering the services by Third Parties and the non-acceptance by Third Parties of input (in the broadest sense of the word) of Go Forensics, the Client or the User. The applicable terms and conditions of Third Parties are available for inspection by the Client at the office of Go Forensics and will be sent free of charge on request.12.
Suspension and end of the Agreement12.1.
Go Forensics reserves the right to suspend obligations arising from agreements if the Client does not fulfill all its obligations arising from this or any other Agreement with Go Forensics. Under suspension by Go Forensics this also includes blocking access for the Client and the Users to the Applications and taking (part or all of) the Applications offline.12.2.
In addition to the other rights to dissolution arising from the law and the Agreement, Go Forensics is entitled to dissolve the Agreement by means of an extrajudicial declaration if it fears a deterioration of the solvency of the Client, the Client has been declared bankrupt (or an equivalent thereof), the Client has applied for a moratorium (or an equivalent thereof). whether the Client is ceasing or intends to discontinue its business operations.12.3.
If the Agreement is dissolved by Go Forensics in accordance with the previous paragraphs, the Client must pay the remaining part of the principal sum, without prejudice to the right of Go Forensics claim additional compensation if the actual damage is higher.12.4.
In the case of fixed-term contracts, Go Forensics has the right not to renew the Agreement after its term has expired and thereby to stop the provision of services to the Client and/or the Users. Go Forensics the right to terminate an Agreement of indefinite duration with a notice period of one month.12.5.
For the provision of the services and Applications, Go Forensics is dependent to some extent on Third Parties, such as (but not limited to) its software supplier(s), hosting partners, Internet Service Providers and network administrators. If a Third Party no longer offers its services in a substantially modified form, under substantially different conditions, or no longer or temporarily, Go Forensics has the right to cancel (or otherwise terminate) the Agreement by the date that the foregoing takes effect, without Go Forensics must observe a (further) notice period.12.6.
In the event that Go Forensics makes use of its rights as mentioned in this article, is Go Forensics in no way obliged to compensate damage or costs to the Client or to Third Parties, or to observe a notice period, unless expressly provided otherwise.13.
Liability, Indemnification and Damage13.1.
Go Forensicsis is never liable for damage as a result of defects in or to the Applications, goods sold, services rendered or work performed or otherwise as a result of failing to comply with any obligation under the Agreement or committing an unlawful act, whether in Client as with Third Parties. Also Go Forensics not liable for errors by personnel or by Go Forensics Third parties engaged in the performance of the Agreement.13.2.
In the event that Go Forensics can be held liable, the liability per event or series of events with a common cause is in any case limited to the amount that its liability insurance pays out for the case in question.13.3.
Under no circumstances will the liability exceed the invoice amount of the relevant assignment. If the Agreement is a continuing performance contract with a duration of more than one year, liability is limited to the total amount excluding VAT of the price of the period of one year.13.4.
In case of liability, Go Forensics is only liable for direct damage. Direct damage is understood to mean the reasonable costs to determine the cause and extent of the damage, in so far as the determination relates to damage referred to in this paragraph and any reasonable costs incurred to ensure the defective performance of the Go Forensics comply with the Agreement, in so far as these comply with Go Forensics and reasonable costs incurred to prevent or limit damage, in so far as the Client demonstrates that these costs have led to limitation of the direct damage.13.5.
Go Forensics is never liable for indirect damage, including, but not limited to, lost profit, lost savings, business shutdown and damage to Third Parties, not even in the event of non-compliance or improper fulfillment of a repair obligation.13.6.
All liability limitations or exclusions in the Agreement and these terms and conditions do not apply if the damage is the result of intent or willful recklessness on the part of Go Forensics or her managerial subordinate(s).13.7.
If the Client should fail to comply with the Agreement, the Client is liable for all damage on the part of Go Forensics resulting directly or indirectly, such as (but not limited to) lost profits, lost savings and other business damage.13.8.
The Client will Go Forensics indemnify against (possible) claims by Third Parties related to the execution of the Agreement. All costs and damages on the part of Go Forensics arising as a result, are fully for the account of the Client. This indemnification obligation does not apply if the claim of Third Parties is the result of the willful reckless or willful act of Go Forensics.14.
Intellectual property rights14.1.
The intellectual property rights to all Applications, (developed) software, websites, data files, equipment, documents and other data remain with Go Forensics or by the Third of whom Go Forensics has obtained the right to make (a part of) these services or Applications available to the Client. Go Forensics grants the Client only a right of use that is not exclusive and non-transferable, unless expressly stipulated in the Agreement in writing. If the parties agree that intellectual property rights will transfer to the Client, this affects the possibility and/or right of Go Forensics not to use and/or exploit the underlying components, general principles, ideas, designs, algorithms, documentation, programming languages, protocols, standards and the like, without limitation, for any other purpose, whether for itself or for Third Parties. Nor does the transfer of an intellectual property right affect the right of Go Forensics to make developments for itself or a Third Party that are similar or derived from those that have been or will be made for the Client (or that which has been or will be transferred to the Client).14.2.
The Client guarantees that, if and in so far as it Go Forensics materials or data or other data are made available or disclosed or are used by or on behalf of the Client at the request of the Client Go Forensics, is authorized to do so and that these materials and data do not infringe any rights of Third Parties.14.3.
The Client may not remove or change copyright notices, trademarks or other indications of the owner of rights to intellectual property rights in the Applications. The same applies to statements that certain information is of a confidential nature.14.4.
Except to the extent legally permitted by law or in the Agreement, the Client may not reproduce, decompile or reverse engineer Applications made available. Furthermore, it is not permitted to remove or circumvent any protections or technical (use) restrictions of the services and Applications.14.5.
In the event that Go Forensics is held liable by a Third Party or is otherwise (directly or indirectly) held responsible for claims regarding intellectual property rights relating to the content, Applications, publications or other disclosures of or associated with the Client, the Client is obliged Go Forensics provide all necessary assistance in and out of court. Furthermore, the Client is obliged to fully reimburse the resulting costs and other damage to Go Forensics.15.
Privacy and Disclaimer15.1.
The Client must comply with all applicable laws and regulations in the field of privacy and the processing of personal data, such as (but not exclusively) European Regulations and the Personal Data Protection Act (Wbp). In the event that Go Forensics makes data or documents available to the Client with regard to the foregoing, the Client must check these data or documents or have them checked for compliance with the applicable laws and regulations. The use of these data or documents is at your own expense and risk. Go Forensics cannot be held liable for inaccuracies or omissions in these data or documents.15.2.
Under the legislation regarding the processing or processing of personal data (such as the Wbp), the Client may have obligations towards third parties, such as the obligation to provide information, as well as to provide access to, correct and delete personal data from involved. The responsibility for the fulfillment of these obligations rests entirely and exclusively with the Client. The Client will, as far as technically possible, cooperate with the obligations to be fulfilled by the Client. The costs associated with this cooperation are not included in the agreed prices and fees Go Forensics understood and are fully at the expense of the Client.15.3.
In the event that Go Forensics by a Third Party, including (but not exclusively) government agencies, due to the Client's failure to comply with the Agreement, these general terms and conditions or the laws and regulations in the field of privacy and the processing of personal data by the Client. Is imposed, or any sanction, penalty or other measure is imposed, the Client is obliged to Go Forensics and the Client will provide Go Forensics all necessary assistance in any related proceedings. All costs and damages on the part of Go Forensics arising as a result, shall be borne in full by the Client.16.
The Client provides Go Forensics the right to use the (trade) name(s), location, logo(s) and other indications related to the Client for marketing purposes. The foregoing designations may include (but are not limited to) the promotion of Go Forensics and as a reference on the website of Go Forensics.17.
Applicable law and disputes17.1.
The Agreement, these terms and conditions and any agreements arising from the Agreement are exclusively governed by Dutch law. The application of treaties such as the Vienna Sales Convention is expressly excluded.17.2.
All disputes which may arise between the parties — as a result of this Agreement or of further agreements and other acts in connection with this Agreement such as, for example, but not limited to torts, undue payments and unfounded enrichments - shall be settled by the court in the district of the registered office of Go Forensics, except in so far as mandatory competency rules would stand in the way of this choice.17.3.
Nevertheless, Go Forensics is authorized to bring any dispute as referred to in paragraph 2 of this article before the competent court of its choice.