Conditions setdisplay

Article 1 General

1.1 These General Terms and Conditions apply to both the Customer and the User of Setdisplay.nl. By using or after logging in to the Setdisplay.nl portal, the Customer and User agree to the provisions and articles described in these conditions. If they do not agree, please contact the contact person of the service provider or send a message to help-at-setdisplay.nl. Naturally, Setdisplay.nl cannot be used at that time

Article 2 Definitions

2.1 The following definitions are used in these General Terms and Conditions for Use:

Application(s): the web application(s) Setdisplay.nl and related websites and applications;

Data Subject: the person to whom a Personal Data relates;

User(s): an employee of the Customer who has access to the Application(s) after Registration;

User Account: the account with which a User gains access to the Application(s);

Availability: the availability of the Application(s) during Office Hours for Users expressed as a percentage;

Content Management: the entering, adjusting and deleting of data by User(s) and/or uploading of information;

Service Provider: Setdisplay.nl, or the party that developed setdisplay.nl, or the party from which the Customer purchased the narrowcasting.

Incident: an event that causes an Application to not function;

Personal Data Breach: a breach of security that accidentally or unlawfully leads to the destruction, loss, alteration or unauthorized disclosure of, or unauthorized access to, transmitted, stored or otherwise processed data;

Office Hours: Monday to Friday between 09:00 and 17:00, excluding public holidays;

Customer: the contracting party of the Service Provider;

Personal Data: all information about an identified or identifiable natural person;

Registration: the procedure for registering a User Account that allows a User to use the Application(s). Registration enables a User to use the Application(s) by means of a password and user name and, if possible, 2-factor authentication;

Response Time: the maximum period that elapses between reporting an Incident to the Service Provider and starting work to try to resolve the Incident. When determining the Response Time, only the period that elapses during Office Hours is taken into account;

SaaS Service: making the Application(s) available by means of a cloud solution within the framework of a SaaS service;

Article 3 Services

3.1 The SaaS Service is provided by the Service Provider to the Customer on a non-exclusive basis.

3.2 The Customer may only use the SaaS Service for the use of the Application(s) permitted by the Service Provider.

3.3 All obligations that the Service Provider assumes in connection with the correct functioning of the application(s) must be regarded as best efforts obligations.

3.4 The Customer is responsible for and bears the risk for the use and application within its organization of the Application(s) and the SaaS Service provided by the Service Provider in that context.

3.5 The Customer is responsible for the Content Management. If and to the extent that the Service Provider enters data via the Application(s), this is done at the Customer's risk. The Customer indemnifies the Service Provider and will indemnify the Service Provider upon first request in connection with claims from third parties as a result of the Content Management and the execution of the SaaS Service.

3.6 Depending on the Application that is made available, the Service Provider will open an account with which the User(s) can log in with a username and password.

3.7 The User may use the Application(s) via the interface(s) offered by the Service Provider. One person may log in per User account.

3.8 All actions performed using a User Account are deemed to take place under the responsibility and supervision of the Client. In the event of suspected misuse, the Client must inform the Service Provider as soon as possible, after which the Service Provider will take appropriate measures.

3.9 The Client is only permitted to allow employees of the Client to use User Accounts. The Service Provider may at any time impose additional conditions on the use of accounts, including the maximum number of Users.

Article 4 Intellectual property rights

4.1 The right of use granted by the Service Provider to the Client is a non-exclusive right of use to use the Application(s) in the context of the SaaS Service offered by the Service Provider. The Client accepts this limited right of use. The Client's right of use does not include access to the source code or right on a copy of the Application(s).

4.2 Customer may only use the Application(s) made available in the context of the SaaS Service for data processing within Customer's own company and within the companies of subsidiaries and/or group companies of Customer.

4.3 Customer shall not disclose, make available for inspection or otherwise make the Application(s) available to any third party without the prior consent of Service Provider. Customer guarantees that Users will adhere to the restrictions hereof.

4.4 Customer is not permitted to transfer the right of use to a third party, to establish (limited) rights thereto, to rent or sublicense the right of use.

4.5 All intellectual property rights with respect to the SaaS Service, in particular all intellectual property rights (including but not limited to copyrights) with respect to the Application(s), as well as the results thereof, shall remain with Service Provider and its Supplier. All rights with respect to domain names also remain with the Service Provider and its Supplier.

4.6 The Customer retains ownership of all data entered by a Customer in the Application(s). Data of the Customer that is stored in the systems of the Service Provider will only be used by the Service Provider to provide the SaaS Service. The rights with respect to data originating from the Service Provider or its Supplier remain with the Service Provider or its Supplier. In the event of a dispute about the rights to Content, these rights are deemed to lie with the Service Provider or its Supplier in advance.

4.7 No transfer of rights takes place. Only a limited right is granted to the Customer to be able to use the Application(s) that are made available by the Service Provider in the context of a SaaS Service.

Article 5 Availability of Application(s)

5.1 The Service Provider strives for an Availability of 99.5% per year, except in situations of force majeure.

5.2 Service Provider has the right to (temporarily) disable the Application(s) or limit their use without prior notice to the extent that this is necessary, in the opinion of Service Provider, for the reasonably required maintenance or for the necessary adjustments or improvements to the Application(s) to be made by Service Provider, without this giving rise to a right to compensation or any other right of Customer against Service Provider. Service Provider will have such a disablement take place outside Office Hours as much as possible.

5.3 The SaaS Service is performed “as is” by Service Provider and the Application(s) is made available to Customer by means of software-as-a-service.

5.4 Service Provider is not responsible for interoperability. Customer must ensure a suitable (web) browser and internet connection. Service Provider actively pursues a policy to secure information and its exchange. Service Provider never guarantees that information security is effective under all circumstances. If the Service Provider is obliged to provide a form of information security on the basis of an agreement, that security will meet the specific specifications regarding security as agreed in writing between the parties. If an explicitly described security is missing in the agreement, the security will meet a level that is not unreasonable, given the state of the art, the sensitivity of the data and the costs associated with implementing the security.

5.5 The Client will notify the Service Provider immediately after discovering an Incident. The Service Provider will strive to resolve an Incident as soon as possible, whereby there will be an obligation to make an effort. The work will take place at a location to be determined by the Service Provider. The Service Provider is entitled to implement temporary solutions or program bypasses or problem-avoiding restrictions in the Application(s). The Client will provide all cooperation in resolving Incidents and will provide the Service Provider with all relevant information upon first request.

5.6 Incidents and questions regarding user support can be reported to a contact person of the Service Provider known to the customer or via the e-mail address help-at-setdisplay.nl. Unless Service Provider determines otherwise, all communication between Service Provider reports of Incidents and questions regarding user support will always take place via one and the same contact person at the Customer.

Article 6 Mutilation or loss of data

6.1 Service Provider is not obliged to recover data. In the event of mutilation or loss of data, Service Provider will not be obliged to provide a backup available with the Customer's data. The Service Provider reserves the right, but is not obliged, to make a backup of the Content.

Article 7 New version(s)/Adjustments to the Application(s)

7.1 The Service Provider independently determines the version policy of the Application(s). Because the SaaS Service is provided to multiple customers of the Service Provider, it is not possible to waive a specific adjustment for the Customer alone. The Customer agrees in advance to new version(s) of the Application(s).

Article 8 Registration of Users

8.1 Registration is required for use of the Application(s). The Service Provider is permitted at all times to deny Users access to the Application(s) for reasons that are motivating for the Service Provider.

Article 9 Cooperation of the Customer

9.1 The Customer will provide the Service Provider with all cooperation in the performance of its activities. The Service Provider offers its SaaS Service on the basis of "fair use". This means that the Service Provider is entitled to take measures in the event of excessive use, which is understood to mean use that is significantly higher than that of the average customer of the Service Provider, including but not limited to (temporarily) suspending the SaaS Service and thus the Availability of the Application(s) without this leading to liability for damages on the part of the Service Provider or financial compensation or otherwise. In the event of a structural excessive system and/or network load, the Service Provider will be entitled to charge the Customer a higher fee - whether or not in the interim and retroactively - or to terminate the use of the SaaS Service.

9.2 The Customer is not permitted to use the SaaS Service for actions and/or conduct that are in conflict with generally accepted standards of decency and the law. This includes, but is not limited to, the following actions and conduct:

9.2.1 infringing copyrighted works or otherwise acting in conflict with intellectual property rights or other rights of the Service Provider or third parties;

9.2.2 hacking: the unauthorized entry of other computers or other computer systems on the internet;

9.2.3 the distribution of viruses or other harmful programs.

9.3 The Service Provider is at all times entitled to make access to the Application(s) impossible and to remove Content in the event of a failure by the Customer to comply with the above. Furthermore, the Service Provider is entitled to terminate the use of the application(s) with immediate effect, all this without any right to compensation or financial compensation from the Customer against the Service Provider or any other right and without prejudice to any right of the Service Provider against the Customer in that case.

9.4 The provisions of article 9.3 regarding the right of the Service Provider to remove Content and to make access to the Application(s) impossible also apply if a third party claims that the posted Content is unlawful. In that case, the Service Provider may not be expected to form an opinion on the validity of the claims of third parties or the defence of the Customer or to be involved in any way in a dispute between the Customer and this third party.

9.5 The Customer is responsible for all data that is entered, modified or deleted by means of the use of the SaaS Service via the Application(s). The Customer shall indemnify the Service Provider and, upon first request, compensate it for claims from third parties that arise from the placement/modification/deletion of data.

Article 10 Liability

10.1 Any liability of the Service Provider is excluded except in the case of intent or gross negligence. Insofar as the law would otherwise rule, the total liability of the Service Provider on any grounds whatsoever is limited to compensation for direct damage and to a maximum of EUR 500.-.

10.2 The liability of the Service Provider for indirect damage is excluded. Indirect damage is understood to mean in any case consequential damage, loss of profit, loss of turnover, reduced goodwill, missed savings, damage due to business stagnation, damage as a result of claims by third parties, mutilation, destruction or loss of data, materials or software of third parties. The Service Provider is not liable in the event of force majeure.

Article 11 Force Majeure

11.1 In the event of force majeure, the obligation of the Service Provider to fulfil the provision of the application(s) and all related obligations will be suspended in whole or in part for the duration of the force majeure situation, without the Service Provider being obliged to pay compensation in that case.

11.2 If the Service Provider fails due to force majeure, the Customer is entitled, if a period of more than thirty (30) days has elapsed, to enter into a separate agreement concluded between the Service Provider and Client by means of a written notification with acknowledgement of receipt to dissolve the Agreement out of court, without the Client and/or Service Provider being liable for any damages.

11.3 Force majeure on the part of the Service Provider shall in any case be understood to mean: illness of personnel, lack of personnel, strikes, attributable or non-attributable shortcomings of a Supplier or of a Service Provider, loss of data, power failures and/or failure of network connections, damage to the Server, theft, fire, government measures, disruption of the Internet, system/network load, viruses or other disruptions of the Auction Application caused by parties other than the Service Provider.

Article 12 Indemnification

12.1 The Client guarantees that third parties, including but not limited to Users, cannot derive any rights whatsoever against the Service Provider or its Supplier or third parties engaged by the Service Provider in connection with the use of the Services by the Client. The Client shall indemnify the Service Provider in this regard and compensate it for all damages and costs upon first request.

Article 13 Confidentiality

13.1 Parties mutually impose an obligation on each other to prevent confidential information of one of the parties from coming to the knowledge or into the hands of third parties. This does not apply if the disclosing party demonstrates that certain information is already publicly known or was in its possession, other than by breach of this confidentiality obligation.

Article 14 Processing of Personal Data

14.1 Service Provider will process personal data of Customer and User in the context of the provision of services, whereby the processing will take place in accordance with the General Data Protection Regulation and related or subsequent legislation.

14.2 Service Provider will treat the personal data strictly confidential. Service Provider is not entitled to disclose, provide or make personal data available to third parties in any way, unless prior written permission has been obtained from Customer or mandatory law prescribes disclosure.

14.3 Service Provider will not retain personal data for longer than necessary for the performance of its obligations under this article. After the retention period, the personal data will be anonymized or deleted, unless the law requires a longer retention period and there is a basis for the processing.

Article 15 Applicable law and choice of forum

15.1 These conditions are exclusively governed by Dutch law. The Dutch court has jurisdiction to hear all disputes arising from these conditions.

 

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