General terms and conditions
General Terms and conditions of iBUSE LOEK!®, version 3.2
Article 1 General
- These General Terms and Conditions apply to any offer, quotation, agreement, work and services concerning the use of LOEK!® and/or the supply of related services by iBUSE B.V. with its registered office in Vlaardingen, and registered in the Chamber of Commerce under 59898267 (hereinafter “iBUSE”);
- An agreement with iBUSE is considered to have arisen if the other party issues an order to iBUSE, irrespective of whether this was based on a proposal by iBUSE, which is accepted by iBUSE or if the other party has registered as a User or End User of LOEK!® and in doing so has agreed to the application of these General Terms and Conditions.
- Variations and addenda to these General Terms and Conditions are solely valid if they have been agreed in writing by iBUSE.
- The applicability of the User’s general terms and conditions is explicitly rejected by iBUSE.
- If any provision in these General Terms and Conditions is void or is nullified, the remaining provisions of these General Terms and Conditions will notwithstanding remain fully applicable. iBUSE and the User will in that case consult with the aim of agreeing on new provisions to replace the void or nullified provisions, in which the aim and object of the void or nullified provisions will be considered as far as possible.
- These General Terms and Conditions may be amended at any time by iBUSE. New versions of the General Terms and Conditions will be accepted by the User or End User if he/she continues to make use of LOEK!®. The latest version of the General Terms and Conditions can always be found at https://loekonline.nl and can be saved in PDF format. If requested, iBUSE can provide a paper copy of the latest version of the General Terms and Conditions. The User and End User are responsible for regularly checking the status of the General Terms and Conditions.
Article 2 Definitions
- The terms below that are used in these General Terms and Conditions are defined as follows:
- General Terms and Conditions: this set of general terms and conditions;
- Data: all information that is entered by the User or End User in LOEK!® and is processed by the User or End User in LOEK!® and stored on the underlying hardware of LOEK!®; End User: natural person that has registered on LOEK!® as an employee of a User;
- User: the legal entity or organisation that is registered on LOEK!® by an End User;
- Usage Charge: the charges that the User must pay for using LOEK!® and/or its various software modules;
- Incident: an operational event that is not part of the standard operation of LOEK!® and which has led to a considerable degradation to the level of availability of LOEK!®;
- Agreement: the agreement between iBUSE and the User or End User concerning the use of LOEK!® and possibly the purchase of related services;
- Parties: iBUSE and the User or End User jointly;
- LOEK!®: the online platform developed by iBUSE called LOEK!®, which allows the use of various software modules for the recording and communication of information concerning the management and maintenance of property, both in the broadest possible sense.
Article 3 Invoicing and payment
- The Usage Charge and all other prices stated by iBUSE and rates and hourly rates exclude VAT and other government levies.
- The Usage Charge is determined on the basis of the software modules purchased by the User and the applicable charges for each separate module, as stated on the website of LOEK!® (https://loekonline.nl) and can also be requested from iBUSE.
- The Usage Charge is collected on a monthly basis by direct debit, or if agreed otherwise in writing on a monthly basis in arrears. If the Usage Charge is also based on the number of actions executed and Data stored using the purchased software modules, then the records of iBUSE will be the guiding principle for determining the amount of the Usage Charge, unless there is proof to the contrary.
- All invoices issued by iBUSE must be settled within 14 days of the date of the invoice.
- If iBUSE needs to perform additional activities and/or supply additional goods for the good performance of the order, iBUSE may charge for these activities and services if they could not be reasonably foreseen in the quotation.
- In the event that a payment deadline is exceeded and following a reasonable reminder and notification cycle, interest will be payable to iBUSE for the invoice amount at two percent per month, without the requirement for a notice of default.
- In the event that a payment deadline is exceeded and following a reasonable reminder and notification cycle, iBUSE is entitled to block access to LOEK!® and the Data and to suspend its End Users until the User has satisfied its payment obligations, without the requirement for a notice of default.
- iBUSE is furthermore entitled to compensation for all judicial and out-of-court costs that are caused by the non-payment of the User.
Article 4 Obligations and guarantees
- iBUSE will make every effort to facilitate as far as possible the use of LOEK!® by the User and End User. LOEK!® and its related services will therefore be provided on the basis of an obligation to use best endeavours, unless and in so far as iBUSE has expressly undertaken in writing to deliver a result and that result is described with sufficient determinability.
- iBUSE does not provide any guarantees to the User or End User, unless specified otherwise in these General Terms and Conditions or otherwise agreed in writing between the Parties.
Article 5 Liability
- The liability of iBUSE for all direct and indirect damage that is caused to the User or its employees through the use of LOEK!® is expressly excluded.
- The other liability of iBUSE due to attributable failures to comply is limited to the compensation of direct damage. A maximum of €500.00 will be paid for each incident of damage.
- The liability of iBUSE for indirect damage, such as resulting damage, lost profits, lost savings, reduced goodwill and damage as a result of claims from customers of the User, as well as all other forms of damage stated in the previous paragraph of whatever nature are excluded.
- All costs incurred by iBUSE as a result of irregular actions by the User or End User when using LOEK!® may be charged by iBUSE to the User and End User.
- If iBUSE performs activities concerning the data of a User or its employees, under a request or official order from a government body or in connection with a legal obligation, all associated costs will be charged to the User.
Article 6 Registration
- The registration of a legal entity or other organisation as a User and the purchase of a software module or modules within LOEK!® will be solely made by the End User that is permitted to legally represent this organisation. This End User will receive administrative rights and control the registration of other End Users as employees of the User.
- The End User who registers with LOEK!® or purchases one or more software modules on behalf of the organisation declares to have the authority to do so.
- The person who registers as an End User of an organisation declares to do so truthfully. If the registration is not truthful in the view of iBUSE, then iBUSE has the right to cancel the registration.
- When an End User makes use of LOEK!®, he or agrees to iBUSE’s privacy statement. This can be found at: https://loekonline.nl
Article 7 Access to LOEK!®
- The User and End User will not provide any log-in information (including user accounts and passwords) to third parties that is required to actually access LOEK!®.
- The User is fully responsible for all activities that it and its End Users perform within LOEK!®. If the User detects or suspects there has been unauthorised access to LOEK!®, the User will immediately notify iBUSE.
Article 8 Intellectual property and use of LOEK!®
- The User will not under any circumstances become the holder of the intellectual property rights vested in LOEK!® or the other work that is created by iBUSE.
- The User will use LOEK!® within the limits of the provided functionality and in the form in which LOEK!® is supplied to the User in accordance with these General Terms and Conditions and solely under its own responsibility.
- iBUSE will make every effort to ensure that the functionality of LOEK!® meets the functional specifications of LOEK!® as stated by iBUSE. iBUSE is not liable if the functionality is not available due to a cause that can be attributed to a User, a supplier of iBUSE or a third party.
- iBUSE is not liable for incorrect or irregular acts or legal acts of Users and End Users within LOEK!®. It will solely be possible to recover compensation for damage from the party that performed the act or legal act.
Article 9 Data
- Where the Data cannot be attributed as being personal data in the sense of the Personal Data Protection Act (Wet bescherming persoonsgegevens), it will be the intellectual property of iBUSE.
- The Data is processed on the servers on which LOEK!® is executed. The servers are hosted in the data centre belonging to iBUSE and/or its suppliers.
- If a User or End User enters its personal data into LOEK!® or personal data belonging to its employee(s) or a third party and processes this with the help of LOEK!®, the User/End User vouches that this processing meets the requirements of the privacy regulations, including the Personal Data Protection Act. The latest version of the iBUSE Privacy Statement applies to the processing of Data that contains personal data.
- iBUSE will make every effort in view of the state of the art and the costs incurred to put in place security measures, or have these put in place, to protect the Data against loss, damage or theft. The level of protection of the Data is stated on the website of LOEK!®.
- iBUSE is not liable for damage that is caused due to or during the processing of the Data. This also the case if the Data becomes damaged or is lost. iBUSE is not liable for erroneously or incorrectly processed data.
- The User or End User, namely the party responsible for the Data entered, indemnifies iBUSE for all claims that are made by third parties to the Data or due to the Data, including claims based on privacy legislation.
- iBUSE is entitled to deny the access of the User or End User to LOEK!®, delete its Data or pass this Data including name and address information to a third party and/or immediately terminate the Agreement entered into when:
- iBUSE is required to do so under a legal judgement or court order;
- iBUSE is requested to do so by another User or a third party due to irregular acts by the User when using LOEK!®, whether these are alleged or not.
- The User indemnifies iBUSE for any claims which are made against iBUSE due to the use of LOEK!® by this User, by another User or by a third party.
- If the User has a complaint about the actions or manifestations of another User within LOEK!®, iBUSE will handle this complaint. If iBUSE believes that the complaint is well-founded, the actions and/or manifestations may be reversed or removed respectively.
- iBUSE may use all Data for analysis purposes to improve LOEK!® and the service it provides. Furthermore, the Data can be used for commercial purposes such as making offers for products or services by iBUSE or third parties. Where necessary, the User or End User gives its permission for this through using LOEK!®.
Article 10 LOEK!® Service Levels
- iBUSE will make every reasonable effort to make LOEK!® available for Users. The availability of LOEK!® is not guaranteed and does not have to meet a minimum level, unless agreed otherwise in writing between the Parties.
- The following do not count for the evaluation of whether LOEK!® is sufficiently available:
- Reduced availability due to maintenance that is performed by iBUSE and/or its suppliers on LOEK!® and/or to the underlying hardware, software and/or infrastructure;
- Reduced availability caused by acts or omissions by a User or third parties, or employees of these, that must be reasonably attributed to a User, including failures due to outdated hardware, software, infrastructure and/or reduced connectivity of a User or its End User;
- Reduced availability caused by hackers, sabotage, viruses or any other harmful action performed by a third party;
- Reduced availability caused by DNS issues, problems with VPN connections and/or problems with SSL certificates that are beyond the control of iBUSE;
- Reduced availability caused by malfunctions on the internet or other telecommunication problems or malfunctions at iBUSE’s data centre.
- Reduced accessibility as a result of fire, explosions, or any other situation of force majeure;
- Users may notify iBUSE of incidents at the email address firstname.lastname@example.org. iBUSE will send the User confirmation that it has received the notification and will assess whether the Incident can be resolved. The resolution of the Incident is at the discretion of iBUSE.
- Any recovery duration for an Incident that iBUSE provides to the User is always indicative and not binding.
- Users may at no time make any claim to service levels concerning the Service that is not stated in these General Terms and Conditions or specifically agreed in writing.
- When determining the level at which the service levels provided by iBUSE are performed, the records of these as performed by iBUSE is guiding, unless there is proof to the contrary.
- Irrespective of the foregoing, the User or the End User is under the obligation to possess the required hardware, software and infrastructure to be able to use the service and to ensure that these matters meet the requirements specified by iBUSE and which may be reasonably expected by iBUSE.
Article 11 Duration, notice of termination and termination of the LOEK!® agreement
- The Agreement is entered into for one month and will then be automatically renewed on a monthly basis under the General Terms and Conditions and the Usage Charge which apply at that time.
- The Agreement may be terminated at any time, from the end of the current calendar month. The Agreement ends on the first day of the month following the calendar month in which it was terminated.
- If the User terminates the Agreement, the remaining Usage Charge that has not yet been paid will continue to be payable to iBUSE.
- iBUSE has the right to fully or partly terminate the agreement with immediate effect without any notice of default, without any legal intervention and without iBUSE being under the obligation to pay compensation or repay the Usage Charge when:
- the User or End User has been granted a provisional or final moratorium;
- the User or End User has declared insolvent/bankrupt or an application has been made for its insolvency/bankruptcy;
- the User is wound up or terminated other than for the purposes of the reconstruction or merger of companies;
- an enforceable attachment has been made on a considerable part of the assets of the User or the End User;
- more than three invoices sent to the User have not been settled before the due date according to the records of iBUSE;
- it has been reasonably established by iBUSE that the User has acted contrary to the Agreement or has acted unlawfully when using LOEK!®.
- After the termination of the Agreement, the User or the End User will no longer have access to LOEK!® and the Data.
Article 12 Other terms and conditions
- The User gives permission to iBUSE to use the trading name and/or brand of the User as a reference in commercial communications and for the promotion of iBUSE and the services and goods offered by iBUSE.
- iBUSE is entitled to engage third parties in its performance of the obligations that it has entered in the agreement with the User and the End User.
- References in these General Terms and Conditions “in writing” is also understood to mean “electronically”. iBUSE is entitled to invoice electronically. The User will cooperate with this.
- Any verbal undertakings and agreements do not have any effect, unless these have been confirmed in writing by the Parties.
- The failure to exercise any right or the failure to apply any means of recourse does not imply a waiver of that right or means of recourse.
- The User or End User are not permitted to transfer the rights and authorities attributed to it by iBUSE without the prior written permission of iBUSE.
- iBUSE is entitled to transfer its rights and obligations from the Agreement entered into with the User to a third party without the prior permission of the user, whereupon this third party will be responsible for performance of the Agreement.
- The end of an Agreement entered into between the Parties does not affect the rights and obligations between the Parties that have a longer duration owing to their nature or wording.
- Application of the 1980 UN convention on international contracts for the sale of goods (CISG) is expressly excluded.
Article 13 Applicable law and disputes
- Dutch law applies to the Agreement entered into between the Parties and to the entire legal relationship between the Parties.
- In the event of a dispute between the Parties, the courts in Rotterdam (the Netherlands) have jurisdiction.